My Little Pony : The Changeling Swarm
by chipmunkfanantic
Summary: Now this is a side story tying in with My main story , My Little Pony:The New Lunar Republic , if you haven't read it I suggest you do so now . Queen Chrysalis and her Husband , King Metamorphosis had just found out that Luna had Betrayed Celestia for a brighter future and a change in Equestria . So Read and Review .
1. Chapter 1

My Little Pony : The Changeling Swarm

_**A/n: This is a side story explaining and delving into the changeling Swarm hopefully I can explain how they work and there military , well leave a review and enjoy :)**_

Chapter 1 Enter the Changelings

It was after the speech and separation of Princess Luna and Celestia , did Queen Chrysalis become aware.

Her husband , King Metamorphosis had just come back from a hive meeting with the other rulers of each hive .

"Ah my love , how did it go?" asked Chrysalis curiously.

"Quite interesting , they too have heard the separation of Luna and Celestia , the other queens are preparing there armies just in case , now we should do the same" said King Metamorphosis .

"I see , I'll relay that message" said Chrysalis . With in a few minutes she spread the word that Celestia is a tyrant and should begin work on the army , and other divisions .

The other drones understood and got right to work constructing weapons like the Aks 74u assault rifle , the BSG 2 MK1 , the Queens Scythe , and the changelin .

"as you know my love , the drones are constructing weapons , I'll have them build the S U 27 fighter jet , for those who don't want to fly" said Queen Chrysalis .

"I see , well that I can go , however though , we should at least work with the other queens and coordinate with them" said King Metamorphosis .

"Which we will , trust me , I know what I'm doing , just trust me" said Queen Chrysalis with a smile .

"Alright I trust you" said King Metamorphosis with a small smile .

Hours later there daughters and sons came out and decided that they should have some family time .

One of the changeling servants brought them some food , they took it and the servant was dismissed for the rest of the hour .

He bowed and left with the tray balanced on his back .

"If there is one thing that I do know , is that we should also begin to build up our military" said King Metamorphosis .

He looked over to see his daughters and son happily playing with each other .

"I know , which is why I'm going to have several factories spring up with orderless gas , so Celestia won't notice us" said Queen Chrysalis . Her husband pondered this in thought for a while , while Queen Chrysalis tended to the family .

_**Elsewhere in the hive **_

Queen Venacia also heard the news as she ordered an increase in the military . "You heard me , do it" ordered Queen Venacia with a low growl .

"yes my queen, I'll get right on it" said the drone . He flew off to relay the message to the other drones in the hive .

Hours later , Queen Venacia was now working on several weapon designs , one of those being the M4 , the M 16 , AK 47 , Glock 17 , M1911 , double barrel shotgun , several sniper rifles , mini guns , Gatling guns , grenades , and several fighter jets like the F 15 , F18 , F 16 , F 22 Raptor , and the mo 17 foxwolf a .

_This is perfect ,I must send this off to research and development _ thought Vencaia .

With that she did the blueprints disappeared and were gone from her magic grasp. She soon relaxed and decided to just hang around .

_**Changeling Swarm Research and Development **_

The changeling in charge receieved the blueprints and was surprised .

" Alright everyling , get to work !, we have weapons and fighter jets to build and test!" he ordered . Quickly the worker drones got right to work, while he just kicked back and just let his mind wonder .

_**Back at the main hive **_

Queen Chrysalis and King Metamorphosis , decided to send in spies into the solar Empire , knowing that it would work , they did so, willing changelings volunteered to disguise themselves as either the normal upper class pony, or a 'solar' guard as they are now calling themselves .

With there orders they took off into the direction of Canterlot , they knew a fast way there , to just fly then once they were insight of said capital they would change into there disguises .

"Alright , we are almost there , just a bit further my brothers and sisters" said a male changeling .

With the last of there strength , they changed into several random ponies some normal ponies others solar guards .

They soon just walked inside Canterlot , and took there positions among the solar Empire, not even Celestia was aware of what was going on .

Meanwhile Chrysalis and Metamorphosis , were tending to there factories , while research and development was working on there soon to be military , but also had to work on there tanks , and maybe a few other fast moving vehicles .

However Queen's Unversia , and Vespa were working with Chrysalis to build the entire changeling military , from not just drones but , changelings that can fight from families , mixed with drones

"Soon my children , Celestia will be no more and we among other races will spread through out the entire galaxy , but that time is NOT now , now is the time to start building our weapons , our fighter jets , our space fighters , our ships of which we will wage great battles among the heavens themselves , we will wipe out the tyrannical , SOLAR EMPIRE ! , we will show them that the changeling swarm is unstoppable , they will regret not stopping us when they could at Canterlot so long ago , it is they who are week , not us , Celestia cowers behind her mighty castles , her mighty army , this is why we are superior , we can take on ANY challenge that she throws at us" said Chrysalis loud and proud .

The changelings heard this and cheered knowing they were right .

"So my children , already , our spies are among the ponies of Canterlot , and Celestia is unaware of it which is why , we must build our military from not just drones but changelings from families that can fight and hold a weapon while doing so" said King Metamorphosis .

Again the changelings cheered and looked at each other , knowing that this war will gain them a lot , which is why there military is coming first .

The rest of the royal family stood proud with there parents , smiles on there faces as they looked toward the crowd .

"That is why , my children of my own familiy are going to fight in this war , I encourage every single changeling mother and father to do so with there kids , let them join the swarm , let them fight , let them be apart of something greater , let them experience what we changelings can do" said Chrysalis with a proud smirk .

"Also , our air force , will CRUSH theres easily , which is why we are going to use our changeling magic to get it to shape shift to make it look like either one of the planes from the New Lunar Republic OR the Solar Empire , Celestia has no idea what we are really up to!" .

Hours later massive cheering from the parents , from the children , from all of the drones and working changelings was music to Chrysalis's ears .

Both her and her husband couldn't be happier , knowing that there entire species is more than willing to not only get revenge but to take on the solar empire.

Meanwhile , another queen by the name of , Penumbra , was also working on the space forces, fighters like the Viper , The Viper MK II , The Cobra Viper , The Imperial Superiority Fighter , Troop Transports , Warthog drop ships , Colonial Salamander MK I , A heavy Raptor , Talon 2 Xf 400 , and finally the X 83 fighter as well .

_Once again perfect I'll send these off towards the space division to build well mostly the fighters and drop ships _thought Penumbra .

She sent them off in a flash and she soon decided to meet with Chrysalis. She soon reached the main hive , where it was bustling with activity .

Much to her surprise , she saw Chrysalis directing her drones to begin construction on the weapons , the fighters and even a few jets.

"Ah , Chrysalis , it's good to meet you" said Penumbra . "Penumbra , it's been a while , what's going on?" asked Chrysalis .

"I have actually some good news , the entire army of the solar empire was nearly wiped out thanks to the military might of the New Lunar Republic" said Penumbra .

" Are you sure?" asked Chrysalis a bit concerned .

"Yes , soon this war may end in one fell swoop" said Penumbra . "well don't count your ,changelings before there born" said Chrysalis .

Soon the other queens came , they all had a meeting in there own version of the war room .

"Now then , here's what we are going to do , have our spies reported anything?" asked Chrysalis getting to the point .

"Actually our spies from within the Solar Empire , have reported a few things , mostly the construction of some new white like armor , along with some called a 'blaster' if you will , also I found out who is in charge of the solar fleet , it's none other than Twilight Sparkle , the now former element of magic , the very pony who disowned her friends for power" reported Unversia .

"Good , I really didn't expect Sparkle to disown her friends like that , it is unexpected of her" muttered Chrysalis confused. .

Hours later the Changeling King entered and decided to join the meeting with the other queens , including his wife .

"You mind if I sit in?" asked Metamorphosis . "No , I don't mind at all , in fact we could use your input" said Chrysalis gesturing to a seat.

The changeling king took his seat next to Queen Sarracenia and Queen Vespa .

But he was closer to his wife , "Now I have a question , What are we going to do about the solar threat against us , with Celestia in power , she may turn her attention to us" voiced Metamorphosis .

"I suppose we could attack her or let her come to us and we fend her off" said Queen Unversia . "With what?" asked King Metamorphosis confused .

"Well several prototypes are being developed mostly for weapons , tanks , and fighter jets" said Queen Vespa .

"That is correct , each of us are going to build a seperate part of our military , so should Celestia come at us , we will be ready for her" said Queen Sarracenia with a smirk .

"I guess I can accept that" said King Metamorphosis . "I have a question as well , what about our navy?" asked Chrysalis .

"That's already being taken care of , which is why we should find a planet and begin to colonize it" said Queen Vencia .

She walked into the war room with a small thin smile on her face .

"Oh really?" asked Chrysalis .

"Yes , Chrysalis , already we are looking for a planet or at least a moon and we go from there" added Venacia with a smug grin .

"Well , at least most of us are going to be working on building our military , while you just focus on a new home for us changelings , Luna forbid there could be a problem" said Chrysalis seriously .

"Don't worry , I've got this" said Venacia .

"well we are going to need several things such as , commanders , captains , generals , admirals , sargents , lieutenants , corporals , staff stargents , field medic's , fleet admrials , and of course a central command like Fleet Command" suggested another queen who appeared in the door way of the war room . "And who are you?" asked Chrysalis bearing her fangs .

"I am Queen Red mist" said Red mist . "Ah , Red mist , well then join us , the more allies we have , the more of a chance that we can make an attack on Canterlot" said Chrysalis with cackle .

"I wouldn't bet on that , Celestia would be expecting us , which is why we build our forces and hit them with everything we have , then begin to secure a few cities" said Red mist .

"That's not a bad idea" said Chrysalis with a smug grin on her face .

Hours later , the meeting had gotten very technical , some of the queens either requested something to eat or drink , just to keep them going .

Soon , Queen Chrysalis had concluded the meeting with every single changeling queen knew what to do at that point .

_Celesita you have no idea who you are truly messing with!_thought Chrysalis .

She walked to join her lover and decided that when there kids were older they would train them. Soon. Hours later , Chrysalis and Metamorphosis soon retired to there chambers to get some sleep . However though , they would be visited by two certain lunar princesses

_**Dream Scape **_

Chrysalis and Metamorphosis soon awoken to find themselves in a whole new realm .

However , both changeling rulers both kept a calm and level headed mind . That was when the lunar princesses both shimmered into view .

"Ah so you must be Chrysalis , I am Princess Luna , Co-ruler of the New Lunar Republic and this is my sister Princess Star Chaser , also a Co-ruler" said Luna with a proud smile .

"It's an honor to make your aquitance , I am Queen Chrysalis , also a Co-ruler of the changeling Swarm , this is my lover King Metamorphosis Co-ruler as well" said Chrysalis .

"Tis an honor to meet you both , listen I am going to be sending a human and a pony to acoumpany him , do welcome him with open hooves" said Luna .

"I will , and yes I am way over the Canterlot wedding fiasco" said Chrysalis .

"I see , very well then , there will be a few things that I am going to have my human talk with you about" said Luna .

"Oh and what might those be?" asked Chrysalis with an arching eyebrow .

"purposing an alliance among other things" said Star Chaser .

"I think we can agree to that" said King Metamorphosis .

Hours later they soon move onto the other ponies of the New Lunar Republic to keep them safe from any kind of nightmarish attacks .

While Queen Chrysalis and King Metamorphosis decided to talk , however though a few things were on there minds . To them it didn't matter , all it mattered was gaining Luna's Trust , and just fighting Celestia .

"We could betray her for the Solar Empire and wipe out the New Lunar Republic" suggested Metamorphosis . Chrysalis was shocked , she slapped him hard across his muzzle , leaving a nasty mark behind it .

"Don't you dare talk like that ! , I refuse to betray Princess Luna , I will NOT ! , no , we need this alliance in order ot help fight the Solar Empire , this will be perfect for the both of us" said Chrysalis . Metamorphosis apologized , however he was given the cold shoulder .

"Your lucky , if it were anyone else , I would have killed them where your standing right now" said Chrysalis in a low cold tone.

"Look , I really am sorry , I didn't know you would get offended by such a thing" apologized the King .

"It's fine , besides , I knew you didn't mean it , which is why I do have this to say , DON'T ! , I repeat DON'T ! do that again" said Chrysalis warningly . Wit that said the two hugged and began talking of the first city to strike and start to take land .

"No , not Ponyville , I would recommend Fillydelphia , it's more than likely there's going to be solar troops , and add to that , that we too are going to struggle with something like this , plus we will need several ponies to make up our own elite flying and fighting team" said Chrysalis .

"I could put a few drones together and make them , the shape shifters" suggested Metamorphosis .

"I see that working , but lets take our time with this" said Chrysalis .

The changeling king nodded and they decided to just talk about other things , though it was time to wake up .

When they did there bodies shimmered out of view . Soon work would begin on the air force and squadrons .

_**Location : The Badlands , Changeling main hive **_

Chrysalis and Metamorphosis woke up and forgot about the whole 'argument' , that happened between them back in the dream scape .

"Well my love , should we check on those factories?" asked Metamorphosis with a hopeful smile .

"I believe so , I wish to see how there doing" said Chrysalis .

With a flicker of her horn both she and her husband were cleaned . A few minutes later they were off towards there new factories to oversee there construction .

"I take it , that these factories are ready?" asked Chrysalis .

"Indeed , my queen they are , in fact we are now setting up the machines to mostly do the work , however we are going to have worker drones working on some of the parts" he said .

"Most excellent , I would expect nothing less" said Chrysalis happily .

Metamorphosis was pretty much getting down to the details of these factories such as proclivity among other things . Hours later the changeling rulers soon left with smiles on there faces .

"I think we have a chance with these factories" said Chrysalis . "Indeed ,we do and Celestia wouldn't notice us while we work" added Metamorphosis.

"Once again , true" .

A few hours later they soon were inside there main hive seeing several maids and butlers working overtime keeping the entire palace cleaned , both changeling rulers knew that sooner or later that they would have to enter the war with there military .

"While our military is being built , I do suggest we look for a planet on which to populate on" said King Metamorphosis .

"you are quite correct , which is why our astronomers are working on that task , and at the sametime we are having our scientists design a special suit that allows our changelings to work in space to build , dry docks , space stations , along with doing space walks" said Chrysalis with a proud smirk .

"My love , you really are amazing at such things like this" said Metamorphosis lovingly .

"Thank you" said Chrysalis with a soft smile . A few hours later a changeling butler came with a message .

"My Queen it's from Celestia , she's requesting an alliance against Luna" said the butler with a concerned look .

Raising an eyebrow she looked over the message , Chrysalis knew that if she accepted she would be going against Luna , furrowing her brows in anger she blasted the message until it burned into ashes .

"Tell her , that whatever 'alliance' she 'requests' she will get no such help from me" said Chrysalis firmly .

"As you wish my queen" said the butler . He soon left the room and found a room of which to write a reply .

Chrysalis was breathing hard after seeing the letter from Celestia .

Metamorphosis , walked over to her and soon took her towards there room to just get her to calm down , she finally did and soon joined her kids just playing and enjoying there young lives.

"Soon Chrysalis , they will have to be trained soon" said Metamorphosis with a concerned look .

"I know my love , I know , which is why we plan to do what is needed to protect this entire hive as a whole , and our other queens lives" said Chrysalis sharing the same look . They both looked at there kids and that brought smiles to there faces .

A few minutes later they walked out of the room and decided to go over a few laws while helping out there citizens until night came again .

_**Location : Dream Scape **_

Metamorphosis and Chrysalis once again , found themselves in the dream scape , however they soon saw both Luna and Star Chaser attending to there subjects . "At least we do what we can to help our subject's day" said Chrysalis .

"Look , we do what we can do , however though , giving everyling a pleasant dream is there job not ours" said Metamorphosis .

And he was right but he didn't have to worry about that , however though they still had stuff like there military , and there own economy to worry about. Other than that there entire civilization would be thriving and fast .

They soon found themselves with Luna and Starchaser who both had news to give .

"So Celestia contacted us for an alliance" said Chrysalis .

"Are you serious ?! , she must be getting desperate for alliances to use against me" said Luna with a serious frown. "Are you sure ? , why would Celestia contact you?"asked Star Chaser a bit confused .

"I don't know the whole thing , I only know is that she was offering me and my children freedom , but as the queen I am I had to refuse , she crossed the line doing that , making her ponies work 12 hours instead of 8 hours , making the day last longer , imposing tax laws , taxing crops , and even imposing unfair laws , such as you can't leave from any such speech , among other unfair laws" said Chrysalis .

"Yes , I was there , and yes those laws are quite unfair , I tried to have them appealed , but it was no dice , Celestia just wouldn't listen to me , she use to care about her ponies , now it seemed that she didn't , which was why she didn't donate any bits to the local orphanages at all , and now she has homeless ponies to deal with and what does she ? , she has them executed just for stealing , and robbing , oh and even murder for bits as well" said Luna with a frown .

"I know sister , we tried but you knew Celestia wouldn't listen' sid Star Chaser .

"I know that now Star Chaser , I know that now , and this time I know that war is the only answer , there is no other way , we already took Trottingham , Baltiamre is going to be next" said Luna seriously . "Then we can take Ponyville" said Chrysalis .

"Be very careful , that's where some of the guards operate , besides there is a curfew on that town anyway" said Star Chaser

"Right , I know what am going to be doing , taking out the solar troops , they won't see it coming' said Chrysalis .

One thing was clear , that Star Chaser , Luna , Chrysalis and Metamorphosis knew that this had to end , one way or another.

"Then it's agreed then , divide and concur" said Luna . "I couldn't agree more Princess Luna , Celestia is only going to focus on you and the New Lunar Republic , she won't see us coming" said Metamorphosis .

"That's correct , King Metamorphosis , Celestia will have NO idea that another civilization is starting to concur Equestria , which is why Celestia will only be focused on defeating me , even if she has to risk it all to do so" stated Luna .

Star Chaser nodded in agreement with her sister , and knowing Celestia , there was one thing about her that always struck a chord with her, she always seemed off . Hours of talking later , and the two lunar sisters shimmered out of existance . Leaving the two changeling rulars thinking as to how there first attack is going to work. "If we attack now , then that would alert Celestia" said Chrysalis

"That maybe true but we should wait until we have enough of our weapons , tanks , fighter jets , and navy to make a move on the Solar Empire , cause as it is now , we wouldn't have much of a chance" stated Metamorphosis .

"Your right , your right , Lets do this your way" said Chrysalis with a bit of a sigh in her tone of voice . "Aren't I always right?" asked King Metamorphosis with a cheesy grin on his face .

They soon got to talking about other things before the sun soon started to rise signaling another day , and another day of building the factories , and researching weapons , tanks , fighter jets and space fighters , changeling space suits , and space fighters and ships .

_**TBC in Chapter 2 : The Battle For Ponyville **_


	2. Chapter 2

Chapter 2 The Battle For Ponyville

**A/n: Hey everyone , I'm back with the second chapter of MLP : The Changeling Swarm , so enjoy and review : )**

_**Location: The badlands **_

Over the first few weeks , Queen Chrysalis and King Metamorphosis were , overseeing construction of several new factories that would produce odorless gas and would be invisible to the naked eye .

A few weeks later , the first few weapons , tanks and fighter jets were ready for testing .

Both changeling rulers over saw the testing and were quite happy with the results . "Most excellent" said King Metamorphosis with a smile .

"Quite , now how long would it take to mass produce these?" asked Chrysalis .

"About one month to get everything you see here built , and ready for our first attack" he said . "Very well , proceed and I want results before we make our move" said Metamorphosis .

The head of the construction bowed and left the two in peace as he got back to work .

A month later , several fighter jets were hauled out onto the air strip , the tanks were rolled out there barrels aimed at there targets .

"Open fire on those targets" ordered the changeling commander . Several barrels fired and there targets were nothing but just specks of what it use to be .

_**A few weeks later **_

Now stood in front of Queen Chrysalis and King Metamorphosis an army , an army of drones , admirals , captains , and commanders .

"Now my children of the changeling swarm , now we fight , our first target is going to be Ponyville , do not attack those ponies but focus on the local guards stationed there , we are going to give them a fight , the likes they have never seen before" said Chrysalis with a smug look.

"That's right , we are going to march in there and level those guards to the ground , it is they who will regret ever stepping hoof into Ponyville" added Metamorphosis .

_**Canterlot , Equestria **_

A guard came running into the throne room , with a reply from the Queen and King of the changeling swarm.

"Princess , a reply has arrived , and it's from the King and Queen of the changelings" said the guard handing the reply to the solar princess .

"Very well" said Celestia . She took it from him in her magic , opened the envelope and began to read the letter for herself .

_**Dear Princess Celestia of the Solar Empire , **_

_**This is Queen Chrysalis and King Metamorphosis of the Changeling Swarm , I refuse to accept your 'offer' for an alliance against Luna , in fact I'm already allied with her , plus your going to regret EVER becoming a tyrant , cause soon your precious city of Ponyville is going to be hit hard , there will be death , your troops are no match for mine ! , and to add salt to the wound , I also have superior technology than whatever you can muster up tyrant , monster , dictator ! , you will die by Luna's hooves of that I can make happen ! **_

_**Signed **_**Queen Chrysalis and King Metamorphosis of the Changeling Swarm **

Burning with rage she burnt the letter and called in Captain Shinning Armor of the now Solar guard .

"Captain Armor , take your best troops and make haste for Ponyville , the changelings are going to attack everypony there" said Celestia .

"Yes ma'am" ordered Shinning Armor . With in minutes he rounded his best ponies and made way for the Canterlot train station.

With in a few hours most of the solar guard was on there way towards Ponyville , loaded with catapults and a few fighter jets also en route .

"Listen up , the changeling rulers are leading this attack personally , I want you all to fight your hardest , we lost at Trottingham , we will NOT loose here at Ponyville, work with the local guard and mount an air tight defense, dig a trench and hold the line" said Shinning Armor .

Hours later the train stopped and the entire solar guard along with there weapons took position at the entrance to Ponyville and this time, they will hold the town .

Once Shinning Armor stepped onto the platform , he linked up with his troops and casted his barrier spell to shield all of Ponyville .

_**Back the Badlands **_

"My children , here's how we are going to do this , we are going to use several of our T1E6 tanks , S U 100 tanks , S U 18 tanks , and finally our S 51 tank , now as for our fighter craft I think we can use our S U 27 it can shape shift to look like a New Lunar Republic fighter craft or even a Solar Empire fighter craft , use it to your advantage , we are going to wipe them out and take Ponyville for our own" said Chrysalis . Her daughter soon stood along side her with a wide grin on her face .

"Does that mean I get to participate , mother?" asked Princess Ivory .

"That's right Ivory you do" said Chrysalis with a smile , in fact most of her own children stood by her , Princess Larva , Prince Necromorph , Prince Chetyre , Princess Cocoon , and Princess Aurelia with smiles and smirks on there faces .

"Now my children , grab your weapons and we will all join you" said Metamorphosis .

"My young ones , you do the same , remember this is what we trained you for" said Chrysalis with a soft smile . "Of course mother , we won't fail you" said Prince Necromorph .

The princes and princesses rushed off towards the armory and grabbed there weapons such as a Colt python , Glock 17 ,M4 assault rifle , M16 assault rifle , Beretta 9mm pistol , a Dc10 44 magnum mini gun , a AKS 74u , a BSG 2 MK1 assault rifle , and finally a UMP 45 sub machine gun .

They soon headed towards the army and joined them in the march towards Ponyville .

Most of the drones were armed wit assault rifles , the most deadly rifle that the entire changeling swarm could come up with .

The changeling queen soon found her queens scythe and also joined the army as well , the changeling king grabbed a M4 Assault rifle followed by a Glock 17 pistol and a Colt python revolver .

He teleported and joined his wife along with the tanks and soon fighter jets launched at half the speed flying alongside them .

"My love , we are the most heavily armed civilization in all Equestria , I think we can stand up to the solar Empire and teach them to NEVER ask us to ally with them" said Metamorphosis . "True , but we also allied with Luna for a change , for a brighter future , we did this for a reason my husband , keep that in mind " replied Chrysalis . Hours later they soon headed onto the train tracks and followed those towards Ponyville .

_As I thought , only one train can run , which means that we can use these tracks to get to ponyville and surprise them_ thought Chrysalis . And that's just what they did , the S U 27 fighter jets hung back a bit while the main army advanced .

They soon found themselves at the train station , troops lowered behind the train it's self or hid behind the ticket box , both the changeling Queen and King waited until the tanks arrived . Minutes later they did but they were outside of the barrier .

"Alright , begin carpet runs" said Chrysalis into her radio .

The army backed away allowing the carpet bombers to begin there carpet run . **"Copy that my queen, we are beginning our carpet run" **said the changeling pilot.

Several B 2 Spirits dropped to an altiude where they can begin there carpet bombing .

"_**Attack pattern alpha 5 tally hoe" **_.

There bay doors opened and released several bombs said bombs hit the barrier hard , making Captain Armor loose his focus .

The shield fluctuated for a bit but retained it's shape with Shinning Armor pouring more of his magic into it .

Several more B 2 Spirits flew out of the sky and opened there bay doors , while others regrouped and dropped there bombs on the shield .

Captain Armor cried out in pain as the shield collapsed , soon the entire changeling army rushed in like a zerg rush .

Quickly the solar army regrouped and formed used there trench's to hold off the quickly advancing changeling army .

_Princess , they surprised us , we need reinforcements , there army is to strong" said Shinning Armor in his mind . "I understand Captain , reinforcements are on the way" replied Celestia . _

Quickly she sent more guards to Ponyville to try and hold off the changeling forces .

Hours later the reinforcements from Canterlot arrived but barely enough time to hold off the changelings .

Queen Chrysalis saw this as they were stalling and trying to defend Ponyville , this time she had here ace in the hole . "Send in the tanks , and begin to launch volley after volley of shells at them" said Chrysalis .

"As you wish my queen" said the changeling captain .

Quickly he ordered his tanks to open fire , but that's when several solar MIG 29 A's came soaring over the solar army's heads .

But that's when the changeling S U 29's flew out of the sky and changed to Solar EF 2000's.

The solar earth pony pilots were confused until they opened fire with there sidewinder and hellfire missiles .

"_**This is Sky guard 9 we are under fire from fighter jets that look like our own , evade I say again evade" said Silver wing . "Copy that , Sky guard 9 I'm on my way" said Rainbow Black **_.

Quickly the two pilots began a series of twists and turns to try and out maneuver the changeling pilots . Eventually they got them only for there planes to be fired on with bullets . _**"**_

_**This is Sky Guard 9 I'm going down , repeat mayday , mayday , This is Skyguard 9 I'm going down" said Silver wing . **_

"_**This is Sky guard 10 I've been hit , one of my flaps is damaged my landing gear shot , and i'm low on fuel" said Rainbow Black . **_

The other solar pilots covered for them but once again out flanked and out maneuvered by the changeling pilots meant that the too didn't have much of a chance in the later they were all shot down , as the pilots returned high into the clouds. That's where Shininng Armor had a special surprise for them .

Several groups of pegasi were waiting with storm clouds , several lightning bolts later the planes fell out of the sky in a heap of fire straight for the everfree forest . In a quick notion she contacted Princess Luna via radio.

"_**Princess Luna , this is Queen Chrysalis , I'm requesting help , several of my planes have crashed and I fear that a fire is spreading through the everfree forest" said Queen Chrysalis . **_

"**This is Luna , I'll do what I can to save your pilots , just hold out , and while I'm on that subject why are you attacking Ponyville?" asked Luna confuse d. **

"**It's time we strike at Celestia" said Chrysalis simply . "Fair enough" replied Luna . **The transmission was soon cut .

"My love , We can't advance with those trenches in the way , we need to find a way around them" said King Metamorphosis while firing his cold python .

"I have an idea , we could try and slip through the market place and surprise them from behind , that way they'll have NO chance of escape" said Chrysalis with a smirk. Nodding King Metamorphosis took nearly half of the army and began to out flank them .

Shinning Armor on the other hand was so focused on , Chrysalis and her army that he didn't see the other sneak around him to out flank him closing him on both sides .

_**With King Metamorphosis **_

His army was in position and had a clear shot at Shinning Armor's .

"Ready your weapons my changelings and my own children" said Metamorphosis. Everypony nodded as it they were not screwing around , it was time to break out the heavy weapons .

Princess Larva readied her DC10 44 magnum mini gun everling else had M 4 assault rifles , M 16 assault rifles , glock 17 pistols , AKS 74 U's , colt python's , F A R's , BS2 MK 1's , and Beretta pistols .

"_**CHARGE MY CHANGELINGS AND CHILDREN!"**_shouted Metamorphosis . The changelings quickly galloped and began to open fire from behind , with there weapons .

Princess Larva quickly opened fire with her mini gun taking several ponies at once in a hail storm of bullets . M16's M4's , and other weapons also fired , solar guard after solar guard fell easily as the bullets tore through there armor .

For some that did take cover , none of them could fire accurately , either that or they were too surprised that they crapped themselves .

Too shocked Shinning Armor and his commander , teleported out of ponyville and galloped towards the train which took off at full steam .

The entire solar army was crushed , bodies riddled with holes , heads blown off , and the last one screaming out in pure pain , all he could do is hold out until help arrives .

"tell me guard , what information do you have?" asked Chrysalis with a sweet voice . "I won't tell you nothing changeling scum!" spat the solar guard .

"Fine then be that way , I'll extract the information from your brain forcing you to be awake during the entire procedure , and then I'll have one of my troops kill you" sneered Chrysalis .

Quickly she and the entire army changed into solar guards to hall one of there own back towards the badlands .

One thing that kept Chrysalis's mind occupied was how , how was she going to get information out this solar guard .

_I could beat him till he tells me but , no that won't , I'll just follow through with what I said , extracting the information from his head then have my troops rip him limb for limb _thought Chrysalis disguised as Celestia .

While her husband was disguised as Solaris , this one single guard could hold the entire key to defeating Celestia , and crushing the Solar Empire .

_**Canterlot ,Equestria **_

Shinning Armor and his commander Blazing Flame were at the castle . Quickly the guards let him in and much to his surprise Celestia was standing there .

"Report captain armor" said Celestia in a commanding tone .

"It was bad princess , the changeling forces overran our defenses , we tried to pull back , but no such luck they closed in from behind and ripped the entire army apart" reported Shining Armor .

"Very well , You did what you could , get some rest you and your commander , it seems that they are more savage than I thought" muttered the solar Princess .

Celestia walked off only to join her was her sister Princess Aurora Dawn . "Sister , what's wrong you seem … troubled about something" said Aurora dawn concernd .

"It's the Changeling Swarm , I tried to offer them an alliance , and they reply in a nasty manner , and even take Ponyville , this is a shock to me more so then when Luna displayed her raw power the first time" said Celestia.

Soon the two sisters were in the library trying to find out just how the changelings got the upper hoof in that fight .

"Perhapes that when the changelings attacked Canterlot during the wedding they were looking for food , now it would seem that you have crossed the line with them" said Aurora Dawn .

"Perhapes , but that's none of my concern , in which I plan to hit them hard and this time I plan to crush them" said Celestia .

"Then I'll lead the charge" suggested Aurora Dawn .

"Very well , but I plan to be there personally" said Celestia . Hours later the two sisters soon retired to there bed chambers for the night , while Shinning Armor and Blazing Flame were just thinking over ways to crush those changleings .

"Captain , if I may , there forces were like in the millions , and we didn't have a chance in tartarus to defeat them , somehow and someway we have to" said Blazing Flame .

"I know , which is why I'm going to start enlisting any and all stallions and mares to boost the guard , so we can have a chance to fight the changelings as well as Luna's forces" said Shinning Armor pacing back and forth .

"but how are we going to do that?" asked Blazing flame confused . "we are going to post sign up sheets in every single city minus Ponyville , however I know that we are going to get several thousand signatures to pull this off" said Shinning Armor .

Hours later he called for his best guards, and told them to get those sign up sheets to every single city except Ponyville which is now under changeling control .

They soon took off on hoof then later by train and were , gone .

"I'm heading home I have some news to tell my sister , keep on this place for me" said the captain .

He soon took off in a trot and a few minutes later Shinning arrived at his home .

_**Sparkle Residence **_

Shinning opened the door and he was greeted by his mother Twilight Velvet and his father Night Light . "So how was it?" asked Night Light .

"Bad , the changelings overran us with superior numbers and technology that ponykind has never seen before" said Shinning Armor .

"Don't worry , you did your best and that's all that matters" said Twilight Velvet .

"I – I know mom and thanks" said Shinning .

Hours later Twilight came home and was filled in on the news about her hometown of Ponyville . _**"what?!" **_shouted Twilight in anger . "I'm sorry twily , but the changelings overran us with superior numbers" said Shinning Armor sadly .

"Even with reinforcements from Celestia , they weren't enough to hold off the changelings" said Night Light sadly . "I see then , who lead the army?" Asked Twilight seriously .

"Queen Chrysalis and somepony that I have never seen before" said Shininng Armor .

"Alright , at least we know who lead the army , but what about there fighter jets , what kind were they?" asked Twilight again .

"I think they were S U 27's , there bombers were B 2 Spirits" answered Shinning .

Hours later they had dinner together , Twilight wanted to know how things were in the Crystal Empire . Shinning remained quite on the subject as he didn't want to no longer discuss things in the Crystal Empire anymore .

_Cadence I know your up to something , ever since you told me that you were pregnant things changed YOU changed , I plan to end it , with killing you! Of that I can assure you Cadence , you won't have much of a chance carrying your unborn foal_ thought Shinning Evilly . As the hours past Shining and Twilight headed to bed for the night to get some sleep .

_**The Badlands **_

Chrysalis and Metamorphosis were able to extract enough information to process it , and filter out any and all useless memories and get the information that they needed .

"Excellent , now my loyal solder , kill him , he's of no use" said Chrysalis . Gladly the drone brought out his gun a colt python and fired a single shot right through the head .

"It is done my queen , I doubt Shinning Armor and Celestia would dare find us in the badlands" said the drone .

"True , but we should set up defenses just in case , do so now" ordered Chrysalis .

"as you wish" . The drone left and ordered his troops to set up tripod mounted machine guns and have them spring up and fire by remote control .

_**A/n: Oh dear , Celestia wants to take out the changelings , I'm pretty sure they have a nasty surprise waiting for them ! As always read and leave a review : -)**_

_**TBC in Chapter 3 the battle for the Badlands !. **_


	3. Chapter 3

Chapter 3 Battle for the Badlands

**Location : The Badlands , Underground **

Chrysalis watched as her drones worked all day and night , putting up turrets with DC10 44 magnum mini guns all controlled by a main control team .

Meanwhile Metamorphosis , was organizing several more drones to put up anti air missile turrets , in case they try something from the air .

Her son Red Tribe was organizing several more drones to begin patrols , all through out the badlands .

Hours later , he saw his sisters also doing some other things such as , having more turrets placed on elevated ground cover , missile turrets on plateaus , and finally having air strips with there S U 27's along with there F 16 , F A 18 Hornets , F 7 Shadow wolf's , F A 24 A Tiger cat's , P1214 , F 35 Lightning II's , S U 35's , M O 17 FoxWolf A's , and finally there S U 34's , along with several hangers .

Prince Necromorph , was working on several hidden turrets , including several flamethrower turrets . "Ah excellent , there ready" said Prince Necromorph admiring his work . He soon saw his other brothers and sisters working as well and smirked to himself .

Soon night fell and the drones took cover within the badlands . _I hope that this works_ thought Red Tribe . Several pilots were on hot stand by just in case , tanks were positioned all through out the badlands , troops armed with pistols , mini guns , and assault rifles were positioned .

_**Location : Canterlot , Equestria **_

Celestia put on her solar armor and carried her white solar sword , and her nova A R 15 assault rifle on her other side as well .

Captain Shininng Armor soon found her putting on her weapons and the last of her armor . "Princess , were ready" said Shining Armor . "Good rally the troops , we make for the badlands and to take care of the changeling swarm" said Celestia with a stern look.

"At once princess" . The solar captain gave a salute and soon headed to do what he was ordered to do . Meanwhile Princess Celestia still had those 'occurring' memories of her and Luna once as sisters .

_No! , she's a traitor to the crown and must be dealt with , one way or another ! Thought_ Celestia .

Then there was the problem of Queen Chrysalis and her changelings , that would put a hamper in her plans , a few hours later she was finally ready to go , fully armored up and armed with her sword and nova A R 15 assault rifle , she knew she would have a chance , those weapons and coupled with her magic she is invincible .

She soon joined Captain Armor , Captain Spitfire , Commander Blazing Flame , and Commander Soarin she ordered the troops to march forward into the badlands . The tanks , helicopters , AT AT 's , ATST's were soon right behind them .

_With a force of 200,000 troops I think i'll have an easy chance of taking her down _thought Celestia . However , what Celestia didn't know was that she had spies among her entire empire and even in her solar guard , already reporting her location to there queen and king .

_**The Badlands **_

"My queen , a force of 200,000 marches towards the badlands" said a changeling drone . Frowning , Chrysalis wasn't that surprised but she soon would be when she heard what her changeling drone had to say next .

"Also , the Wonderbolts Captain Spitfire and her commander are there as well as Captain Shinning Armor and Princess Celestia" said the changeling drone . The changeling Queen thought this over and knew what to do next .

Quickly she devised a plan , she ordered all of her drones to take positions through out the badlands .

"I want all fighters on hot standby , should there fighters make it through the anti fighter missiles , our fighters will go in and take them out , our tanks however should be able to combat there troops and other tanks" said Chrysalis .

"Right then , we will be armed to the teeth with our best weapons , tanks and fighter jets" added Metamorphosis .

Hours later , the entire changeling military was organized defenses through out the badlands , pilots ready to fly , and the entire changeling family also ready with there weapons .

_Celestia , I am more than ready for you_ thought Chrysalis as they changed into random ponies to 'greet' them .

_**With the Solar Army **_

The wonderbolts were flying level with the entire solar army , however though Spitfire , couldn't help but think that Rainbow Dash had changed a lot since the betrayal . _Why , she was a fan of us wonderbotls , maybe it was us that betrayed her , or that Celestia became what she is a better ruler_ thought Spitfire .

Shaking off that thought she had some changelings to squash ! , she turned attention to the other wonderbolts . _I wonder what the changeling swarm can really do_ thought Soarin . Meanwhile Captain Shinning Armor was completely focused on killing every single changeling in sight . 

_I won't let them attack Canterlot again ! , no they are going to die by my hoof , I will end them , I'll end them all ! Thought Shinning_ Armor angrily.

But he kept those thoughts to himself the entire march , soon the army was with in sight of the badlands. However though Celestia knew that something wasn't right . "Everypony keep your eyes open for any 'hidden' surprises , knowing Chrysalis she may have a few nasty surprises for us" said Celestia loudly .

On that cue , changeling mini guns sprout up from the ground and opened fire on the solar army , quickly the army took cover behind whatever they could find , others were slaughtered right on sight .

The wonderbolts also took cover not wanting to die either . "Princess , I wasn't even aware that Chrysalis had THIS much planned out" said Shining Armor in shock at his mutilated men .

"Neither was I , but if this is what we can expect from the changelings , then we should be more careful in the future" said Celestia seriously . She looked around and saw row after row of turrets , just waiting to open fire on her army .

_This is bad , already they have us pinned , I could use my tanks to get through and clear us a direct path to the changeling hive _ thought Celestia . _But they may have rocket launchers , no I 'll have to take that risk , one way or another I have to clear a path_ .

"Send in the tanks , speeder bikes and walkers" ordered Celestia . Nodding Commander Blazing Flame gave the order to the artillery just waiting . "You heard your princess , move those tanks , bikes and walkers , clear us a path!" ordered Blazing Flame loudly .

_**With the changeling army **_

Chrysalis was surprised at what she saw . Mutilated bodies that were once solar ponies that stood there like fools , thinking it was okay to keep advancing .

"Most excellent keep those turrets online I- . before Chrysalis could finish that sentence she saw tanks , speeder bikes and walkers headed right for them . Quickly the turrets opened fire taking out several speeder bikes and disabling a few tanks but the walkers they simply walked on them as if they weren't even there .

Raising an eyebrow she also saw the wonderbolts and even several F 27 C dominators that were to quick to be shot down . Quickly several of there own fighter jets were launched from the air field and were lead by several ponies that joined up .

"_**Alright , lets do this FOR CHRYSALIS OF THE CHANGELING SWARM!**_" shouted one pony. "**Yea lets do this , lets show these solar idiots that they DON'T mess with the Changeling swarm!" **Said another .

Hours later they were in the air and were in a heavy dogfight , back on the ground Metamorphosis had a plan , quickly he grabbed several grenades and threw them right at the remaining tanks also disabling them , however the walkers didn't budge at all.

This time he had another idea , he got inside a F 16 fighter jet and took off , he made a right hoof turn and fired several sidewinder missiles . All of them hit the AT AT hard sending it crashing to the ground .

_Perfect ! , now I know how to take them out hit them hard and fast _ thought Metamorphosis . Quickly he made a left hoof turn and fired several more sidewinder missiles , another AT AT went down hard exploading into an inferno of flames and smoke .

He soon switched to his mini gun and opened fire on another walker taking it out , soon the pilots in the walkers caught onto the changeling king's plan and fired tere turbo laser canons at him .

He was able to dodge the first volley , but the second volley caught him off guard .

Quickly he ejected from his plane allowing the plane to slam right into another walker making it fall into a rock like tower , with rubble falling right on it crushing it .

He landed safely on the ground with his colt python revolver and his M 4 assault rifle , he saw several troops coming and opened fire , while the rest of the turrets took care of the other troops .

He saw , Celestia and avoided her like the plague , hiding behind a rock he quickly looked for a way to get back to the main army . _I could disguise myself as a guard , hopefully Celestia wouldn't notice._ thought Metamorphosis . He quickly changed into an earth pony with solar armor , and took off on all four hooves in a quick haste to get back to the changeling army .

_**Back with Chrysalis **_

Chrysalis was having several fighter planes on stand by , however solar fighters flew past there anti air defenses , but she had a back up plan for that .

"Send the order to launch all fighters , I think it's time we take care of the solar army once and for all" said Chrysalis . "At once , my queen" he said . Quickly he sent the word through the hive that all fighter jets were to be launched immediately . Seconds later the fighters were launched from several landing fields in the badlands .

The soldiers and tanks were holding the line , but the heavy walkers mostly the AT ST's were advancing . Thinking fast Chrysalis through a frag grenade , said grenade exploded destroying the bipedal walker sending it crashing to the ground in a ball of flames and burning twisted metal .

"Most excellent captain , keep this up and you may yet earn a promotion" said Chrysalis with smile . "thank you , my queen" said the changeling captain . Hours later the changeling king was able to make a run for it towards his wife . He soon changed and told his wife everything that he could recall.

"I know Metamorphosis , which is why we are also working on our Viper fighters , among other ships , now then we need to push our enemy out of the badlands and make sure that they are secured" said Chrysalis .

She ordered her troops to advance forward and fire at will , said tanks and troops understood and started to move forward , attacking any and everything that they saw as a threat . The changeling king and queen also marched with there troops also firing there weapons , assault rifles fired , as did mini guns , pistols , revolvers , and sub machine guns .

"Retreat my ponies , Retreat towards Canterlot!" ordered Celestia . " Your heard your ruler , pull back!" added Shinning Armor , the wonderbolts also pulled back as well , as did what was left of there pathetic air force .

In a hasty retreat , the solar army pulled back while the changeling army pushed them right out of the badlands .

Once they were gone , Queen Chrysalis and King Metamorphosis , quickly ordered that the badlands be secured using a rock wall mixed with stone and straw. It would take days for the wall to be constructed , same with the gate . "Smart thinking mother" said Red tribe .

"Thank you" said Chrysalis as she watched the construction of the wall . King Metamorphosis headed back into the hive to check on everyling , to make sure that they were okay and noling was injured or dead .

Sighing with relief , the changeling king headed back out to where Chrysalis his wife , was looking over the construction of the stone rock wall and figured that the hot sun would make her sweat . So he lead her inside to rest and get out of the hot sun while the construction drones worked on building the wall and adding watch towers, and defense towers , missile towers , and mini gun towers , hours later his family later joined there parents to rest and just hang out with each other . A few hours later an alarm alerted them , in alarm the changeling queen and king quickly ran outside to see what was wrong .

"My queen , the solar forces are on there way , and the wall is NOT even complete" said the construction drone . "I see , well build what you can and get underground , Celestia just doesn't learn does she" said Chrysalis .

She saw with her binoculars solar reinforcements only this time there numbers ranged into near millions .

_So Celestia you thought you could out wit me ? , I think not my wall will hold against your assault _thought Chrysalis . She several ATAT's , several speeder bikes , several ATST's , several Bell AH 1W Cobra's , several M4A1 arrowhead battle tanks , several Leopard II tanks , several UH 24 Fox helicopters , and several dark Knight battle tanks , and 900,000 soldiers lead by Captain Shining Armor once again , followed by Celestia .

_This is quite a surprise , I wonder how long they plan to get here? _ Thought Chrysalis in question . "Meta , we must get the army and air force together once again , it seems like Celestia didn't get the memo last time" said Chrysalis .

"I understand Chrysalis" replied Meta as he quickly ordered any and all changeling to dig in and prepare for a gorilla fight a LONG fight indeed . "It's done Chrysalis , now all we have to do is wait , but we will need the wall built" said Metamorphosis .

"I know , but we may not have much time , which is why I'm going to have only a few construction drones build the wall and quickly. It would appear that Celestia maybe on her way and faster than I thought possible" said Chrysalis with a concerned look .

"Don't worry , I'll call for help" said Metamorphosis . She nodded and the king took off to call in reinforcements from the moon . He ran inside as quick as he could and ordered his communication drone to call in some help . The female drone nodded and got on the horn with Princess Luna and Princess Star Chaser of the New Lunar Republic .

Already there military was organized and they had there fleet ready to go at a mere moments notice with there human at the head leading said fleet , while another pony by the name of Snow Catcher .

Hours later fighter jets , warthogs , tanks and soldiers were let into the badlands via gate , and this was a few days before the solar army arrived . King Metamorphosis teleported out back to his wife and started to slash at solar troops as best he could.

"My love , already reinforcements from the New Lunar Republic are on the way , we have to hold out" said the changeling king . "That won't be a problem , we have a few nasty surprises in store for Celestia" replied Chrysalis .

The changeling king grinned evilly , only this time they had there forces spread out all along the wall with tanks in position , fighter jets on stand by , and soldiers armed with AKS 74U assault rifles and frag grenades as well.

_**Location : Trottingham **_

Corporal dark light , was at the lead of the army , the fighter jets took off , just above the army along side the shadowbolts lead by Captain Rainbow Dash .

"Alright , you all know what to do , apparently our ally the changelings are soon to be under siege , by those stupid solars , we have to get there and show them what's what' said Dash loudly .

Snowflake looked to his left and his right , he knew that this was going to be his first fight since the 'show of will' at Canterlot .

Princess Luna and Princess Star Chaser rode in the back of a troop carrier truck alongside several other troops . _Celestia , attacking our allies to draw us out was your biggest mistake _thought Luna . But deep inside her sister Star Chaser was Luna's sister Nightmare Moon inside of Star Chasers mind and quietly sleeping very much unaware of the world around her and what is currently going on .

Followed behind corporal Dark light is none other than Captain Applejack . The orange farm pony knew what she had to do , help out her changeling allies , weather she liked it or not .

_Ah can't believe this ! , we are helping the changelings ?! , after they attacked Canterlot like that ?! During the royal wedding , now that's just low , ah'm sure Rarity would agree , but we are allied with them so we must help , weather we like it or not _ thought Applejack .

She looked over to her troops including Sargent Ember , who for a filly gave up her fillyhood to help the two lunar princesses regardless of what would happen to her .

_**The Badlands **_

Hours later they made it to the badlands , currently the wall /gate was being built by construction drones .

The farm pony was quite surprised but shook it off and ordered her troops spread out , to cover the entire area . Princess Luna and Princess Star Chaser also made sure that this wall will hold , throughout the night . Quickly a look out drone alerted the four rulers and what they saw before them was shocking .

1 million troops all lead by Princess Celestia and Shining Armor , all four rulers jaws were a gape . Quickly they got the gate closed and drones and ponies positioned all along the wall . Just how in the wide world of Equestria did Celestia mount an army of 1 million troops ?.Not even Luna could come up with such an answer on the spot .

Most of her ponies were armed with M55B assault rifles others with Magnum pistols , and frag grenades . _**"Celestia thinks that she can overpower us with numbers alone ? I think not , it's time we truly show her the error of her ways , it is time we truly rise up , it is time we show that nopony attacks our allies ! , **_**FOR THE NEW LUNAR REPUBLIC !**" shouted Luna .

Thunderous cheers erupted from both the changeling drones , the changeling queen and king and even the lunar soldiers . And so the true battle for the badlands would begin in earnest !.

Luna , Star Chaser , Chrysalis and Metamorphosis all joined there troops on the wall armed with grenades , and assault rifles , ready to do battle , another group was armed with swords either made of the finest metal or made of pure magic .

Lily , Shadow Blitz , Fire Blaze ,Apocalypse , Whizzer , Wind Whistler , Snowflake and Captain Rainbow Dash also waited for the signal to attack . She looked to her shadowbolts and couldn't be more proud of the ponies that she hoof picked , she tightened her goggles and readied herself , she was going to be up against Captain Spitfire once again since this is her second time going against Spitfire and Soarin .

"Captain you gonna be alright?" asked Snow flake . "yea I'll be fine , besides while I may hate these bugs , I wanna see what they can do in a fight like this" said Dash .

One thing was for sure that she unlike other ponies turn tail and run , she would stay her ground which was another reason she joined Luna over Celestia and even her friend Twilight , Rainbow wanted a change , a 'brighter' future , while her element is loyalty she would rather stick it with Luna than Celestia .

Off in the distance , the solar army approached with it's walkers and even speeder bikes , and even something new , solar stormtroopers and solar guards . _I'm hardly surprised_ thought Luna with a raised eyebrow .

What she saw next surprised her , Celestia's army had E 11 blaster rifles , sniper rifles , and blaster pistols , along with thermal detonators . Celestia declared in loud voice to charge with swords drawn ,guns ready and thermal detonators ready to throw .

Quickly Luna , Star Chaser , Chrysalis and even Metamorphosis returned fire with everything that they had . The lunar and changeling fighter jets launched off of the dusty air field , the tanks were more than ready .

The AT AT's opened fire with there turbolaser cannon's , taking out a few fighters , solar fighter jets , and solar helicopters also came into the mix of the dog fight .

The solar troops had latter's , they used them in an attempt to climb over the wall to get inside . Some were repelled , others got over and used there swords . Most of the changeling and lunar troops were either stabbed or had there heads cut off , there bodies falling limp to the ground , blood spilling out . Some of the other troops fought back with swords of there own , and barely were able to repel , but once again no luck .

"yes my troops , break past them KILL those four rulers , I'll have there heads on my wall soon" gloated Celestia .

This got Luna angry , quickly she drew her sword and with a flap of her wings she charged at Celestia fire no , hell fire in her eyes . Celestia drew her sword just in time to repel her 'sisters' attack . "Luna , I am surprised to see you here in the badlands" said Celestia in a surprised tone .

This got no response from her lunar sister , but instead more precised attacks , Celestia had a hard time keeping up but was able to block 'most' of them , the solar princess , had some cuts to her legs and even a cut right on her chest .

This got Celestia angry enough that charged up her horn and took off into the air and fired the solar beam right on top of Luna , thinking it would kill her. Acting fast , Luna put up a shield to hold off said attack what she didn't count for was that the spell , Celestia fired was a spell designed to get through shields and burn the pony to death. Luna screamed out in agony as she was getting burned ALIVE ! , that's when Star Chaser knocked Celestia out of the way .

"Star Chaser , we meet again , saving your pathetic sister I see ? , very well , you and your rebellion have no chance against me and my best troops " said Celestia . While Celestia maybe right , she didn't count on a few tricks as well .

"I'm sure that you maybe able to over power my sister Luna , but you forgot one thing , our military is larger , and better trained than what you've got" shot back Star Chsaer .

She charged again with her horn charging and her sword in her hoof , wings flapping hard . Raising an eyebrow she charged up her own dark magic , and fired it at the solar tyrant . Barely she was able to dodge it .

"I see then , so your plan is to end me hmm ? , I think not ! , I will end you before this entire war is over" . Quickly Celestia fired a solar beam , the same solar beam that she used on Luna . Smirking she dodged it and fired several shots from her horn , some of them hitting Celestia square in the chest . Meanwhile Chrysalis and Metamorphosis were having a tough time holding off the main bulk of the solar army but were managing .

"Hold the wall my children , DO NOT let them inside! " ordered Chrysalis . However she looked up in shock as soon the wall came crashing down as solar troops poured inside , mini guns on the lunar warthogs were spinning like crazy , rounds spitting out .

Other drones followed up with there DC 10 44 magnum mini guns , mowing down solar troops like they were nothing . Smirking the changeling queen and king , saw speeder bikes also heading inside , this time she had several fighter jets open fire taking out more solar troops .

Shinning Armor looked all around him as his troops were dying a lot faster than what he had with him. Growling in anger , he gathered whom he could and charged right at the changeling queen and king , that's when the mini guns from the lunar warthogs and the DC 10 44 magnum mini guns also lit up like a christmas tree . Quickly Shinning Armor threw up one of his barrier shields blocking most of the bullets if not all of them.

_Blast , I didn't expect the changelings to be well equiped for this kind of fight ! , I really hope Twilight's having an easier job than I am at the moment_ thought Captain Armor .

In the back of his mind , he could care less about his wife Cadence , ever since she told him she was pregnant with his foal , he completely flipped out and ran , leaving her in tears . She thought she he would be happy , but that turned out to be completely wrong .

Shaking off those thoughts , he saw several tanks , take aim at his force barrier and opened fire , firing shell after shell . Grunting , Captain Armor , had one of his men , throw several thermal detonators at most of the tanks , said detonators detonated , either disabling the tanks or they blew up in a inferno killing the ponies inside .

Others escaped but were gunned down by the solar stormtroopers . That's Shinning saw something Celestia , Luna , and Star Chaser engaging each other , Luna was on the ground groaning in agonizing pain , while her sister Star Chaser was locked in combat with Celestia . Several changelings broke his barrier and engaged Shining s group , surprised he got out his E 11 blaster rifle and opened fire , killing several changelings .

Sighing he saw several more changelings engaged his squad and himself from ALL sides . And they too were locked in combat ! , however medical changelings rushed into the fray and retrieved the wounded lunar princess .

Quickly , they got her to the medical wing of Chrysalis's hive to heal her . Meanwhile up in the air , F 16 fighter jets and changeling S U 27's were locked in a dog fight with EF 2000's , MIG 29 A's. It was the same with the shadowbolts and wonderbolts .

And of course the changelings had NO navy of which to speak of either , but was being worked on . Captain Applejack , saw her chance and took it , she ordered her troops to push back those solar troops with there scorpion tanks , and warthogs .

Nodding the tank commanders and warthog commanders ordered there troops to follow those orders . Of one thing was for sure , both Applejack and Rainbow Dash were having a so called 'easy' time handling things either on the ground or in space.

Celestia saw her forces being pushed back, even her army couldn't push through , but she changed that with her AT AT's to easily step over the wall , that's when B II spirits were launched with bomb's and dropped on the walkers .

Easily the exploded in a fireball , and in came more and more troops , some on speeder bikes , others galloping on hoof , there E 11 blaster rifles already firing red laser bolts . However commander Blazing Flame had a plan .

"Alright troops , move in and fire at will , target anything that moves ANYTHING at all" ordered Blazing Flame . What he saw next surprised him , a changeling captain opened fire with his , M 4 assault rifle , taking out as many solar stormtroopers as he could .

Blazing flame aimed his E 11 blaster rifle and shot the changeling captain square in the head , the changeling fell to the ground no longer moving . A few hours later he was firing at several more changeling with AKS 74U's .

"Oh this is pathetic , I highly doubt these changelings can put up a decent fight , there nothing but bugs , ready to get squashed by solar hooves" said Blazing Flame with a wide yet evil grin .

Meanwhile up in the air , Captain Rainbow Dash and her shadowbolts were dodging enemy fire as best they could . "Alright evasive manuvers , Delta 5 tango Alpha" ordered Dash . Quickly Snowflake got the idea and knew what to do . "Shadowbolts , On me ! , I say it's time we use our mini guns" said Snowflake . Captain Dash was a bit confused but quickly she caught onto her commanders plan .

"You heard him , Use those mini guns!" said Dash loudly . Sure enough , the shadowbolts split up and began to take out as many of the wonderbolts and enemy fighter jets as possible without getting hit themselves .

Captain Spitfire was at a loss she didn't know what to do _I'm proud of you dash , you really know what to do in a fight like this _thought Spitfire.

As she veered from left to right dodging shadowbolt fire . Quickly a shadowbolt by the name of shadowblitz opened fire on Commander Soarin injuring him badly, as he fell from the sky and at a rapid rate of speed . Thankfully Fleetfoot caught him before he his body met the ground of the badlands .

She and the rest of the wonderbolts landed and assessed his wounds . She grimaced at what she saw , several bullets had torn through his flight suit also going right through his wings she also saw the bullet holes through his flight suit , also but his armor protected him from such things . _Thank the sun that was there , cause if not he would be dead by now _ thought Spitfire .

The solar wonderbolt captain looked over and saw the army holding there own but barely , with both the changelings and the NLR pushing back , she figured that the Celestia's army wouldn't have much of a chance much longer .

_I have to do what I can to at least try to fight those shadowbolts , Captain Dash , maybe good at fighting in the sky , but I have more experience in fighting in wars than she does , but no matter I can hold my own in a fight _thought Spitfire .

She looked back over at her injured commander and suddenly like a christmas tree being plugged in for the first time , she grabbed her mini gun and took off into the sky with several of her fellow wonderbolts following her .

"Alright Alpha nine , Beta charlie , Delta 5 , Omega 4 , Gamma , what you just heard me say is basically , we are going to crush those lunar morons for injuring soarin , we are going to KILL them , after all they may have supperiour troops and better training , but we will NOT give up , no matter what ! , Luna is nothing but a traitor , and I'll see to it that she's dead at Celestia's hooves! Celestia is the true ruler of Equestria , of the entire planet !" said Spitfire .

Quickly they grabbed there mini guns and began to open fire on the unsuspecting lunar shadowbolts , Rainbow Dash was expecting that but however what Spitfire didn't take into account was that she had walked right into a trap .

Meanwhile with Shinning Armor he was able to clear a path to Princess Celestia , but for him to see what was going on between Luna , Star Chaser , and the Solar Princess . The unicorn stallion couldn't believe it , this was the first time since he saw Celestia in battle , the only time that ever happened was when she was with Luna taking on Discord .

Several more changelings came up from behind him and attempted to kill him , but he knew they were coming , Shinning grabbed his E 11 blaster rifle and unloaded an entire clip on them . They all fell to the ground with blaster holes in there bodies , eventually he saw the entire army as a whole being pushed back .

_It's hard to believe that we are fighting our hardest , and yet the changelings and it's ally out number us ! , in fact I WON'T let that happen again_ thought Shinning Armor .

Reloading his weapon he jumped back into the fray shooting changelings and lunar soldiers , all the while trying to locate his commander , after hours of looking he found Commander Blazing Flame , pinned up against a wall with his troops .

He got out a sword only known as a vibroblade , he charged as fast as he could slashing through both lunar soldiers , and changeling drones .

"Commander , report! " said Shining Sternly . "It's no good sir , were loosing ground , both the lunar army and the changeling army are pushing us back , unless we can gain ground sir , then we loose this battle" said Commander Blazing Flame .

_He's right , I think I may have an idea _ thought Shining Armor . "Alright listen up commander , we are going to take down as many of those changelings and lunar soldiers as we can , we are going to take on Chrysalis and her husband Metamorphosis" said Shining Armor .

"Normally I would question your sanity at this point , but may as well throw that out the window" joked Blazing Flame .

"Can the jokes commander , we have a job to do" said Shinning Armor sternly . Grabbing there weapons they spotted the changeling king and changeling queen retreating deeper into the badlands and into the hive . "Lets go" said Shinning Armor . The both of them rounded up left over solar guards and charged after both the changeling queen and king .

Eventually they came to a door , which was blocked off . "Get a battering ram , we are going to break this door down" said Blazing Flame .

Hours later a battering ram was brought to the door , the troops stood clear as did both Captain Armor and Commander Flame . While the ponies inside the battering ram worked on the door , the solar guards readied there swords and vibroblades , and there blaster rifles . Blazing Flame looked at his Captain who nodded back , soon the door started to give way , a few seconds later the door was knocked down .

"_**CHARGE ! , FOR CLESTIA , FOR THE SOLAR EMPIRE!**_" shouted Shinning Armor . With a thunderous cheer the solar guards galloped inside and started to kill anything or anyone that moved .

Soon the elite changelings charged at the solar guards , assualt rifles drawn , and grenades ready . "Protect the queen and king , may the enemies of the changeling swarm die at our hooves !" shouted one of the elite changelings . They started to shoot there way through the mob of solar guards , almost easily .

Another elite changeling spotted this and quickly started to work on killing any solar guard that moved , and went straight for the officers , Shinning Armor and Blazing Flame . He threw a frag grenade straight at them , quickly Shinning got his barrier up , but just in time before said grenade went off . A few minutes into the skirmish the elite changelings started to push back the solar battalion , Shinning Armor saw this and he ordered his ponies to open fire .

Blaster bolts rang out of the guns easily killing the elite changelings, however the elite changelings called in some drones to cover for them while they asses the damage already .

_**Changeling medical room **_

Princess Luna awoke to a strange room , she saw several beds , wounded changelings and medical changelings , moving about doing various things

_What happ?- oh yes , I was nearly killed by Celestia , it's no surprise but that's neither here nor there , I must focus on healing myself , however I know my sister can hold her own , as she has her own magic plus that of nightmare moon's _thought Luna .

"Ah your awake lunar princess , that's good I am Moonlight , the doctor of this medical facility that your in currently" said Moonlight . Luna was confused for a bit and yet understood where she is .

"Now then , Celestia nearly killed you with that spell of hers , I was able to repair what damage there was , but now you must recuperate , your troops can handle themselves under the leadership of Princess StarChaser , whom I had the fortunate pleasure of meeting and she's a good leader like you are , which is why I'm going to be the one to take care of you" .

"Very well , then I suppose that I have third degree burns?" asked Luna getting to the point of her injures .

"Actually first and second degree and a few third degree burns , from what your sister told me , you were in heavy combat with Celestia , and she said that you held your own , but when she fired that solar beam , it easily went through your barrier and began to burn you" stated Moonlight . "Yes I was there , and yes I did feel the pain , but I think that Celestia was holding back" added Luna .

One thing was certianly clear , that Celestia wanted Luna dead , no matter what , even if that meant getting involved in this war herself . _Celestia it has become clear to me , you want me dead fine then ! ,You were holding back and frankly I won't hold back not anymore ! _ Thought Luna .

**Back in the badlands **

Princess Star Chaser went several rounds with Celestia and held her own , one thing that the solar tyrant didn't know was that the spirit of Nightmare Moon , resides in Star Chaser increasing her magic ten fold . Another dodge from the solar beam , Star Chaser fired her lunar beam straight at Celestia , it scored a direct hit but she brushed it off as if it was only a tickle.

"Is that the best you can do ?" asked Celestia tauntingly . 

_Ignore it , she's only distracting you from the fight just power on through , since when did I sound like Bruce Wayne from Batman Beyond ? _Thought Nightmare Moon to herself . "Alright I can do that. Quickly she charged up another spell and fired it once again scoring another direct hit but nothing happened this time . Raising an eyebrow she fired another solar beam .

This time Star Chaser dodged it and figured that her normal magic wouldn't cut it . _Time to use dark magic , lets see if it's strong enough _thought Star Chaser . She fired a dark bubbling beam directly at Celestia , it hit her square in the chest knocking her back several feet . "Fine then , I don't know who taught you dark magic , but you are going to die along with Luna" said Celestia menacingly .

She charged her solar beam to full power and fired it , with the full power of a star back it's power , once again Star Chaser dodged it but she got singed on her wing tips .

She grunted but shrugged off the pain , knowing she was fighting for her sister and for the entire New Lunar Republic . Quickly she fired another dark bubbling beam at the solar princess , once again it shattered any defense she had up .

She drew her solar sword and charged in , Star Chaser drew hers and charged wings flapping hard , and sword in her mouth the two swords clashed as they flew to the ground to continue the fight .

"I see your good at this , lets see how good you really are" said Celesita . The solar princess unleashed a furry of attcks on Star Chaser , she easily blocked them with ease , knowing that she was easy if not predictable.

"Your easy to read Celestia , your like a open and shut book that I can read anytime I wish , add to that your military doesn't have much of a chance , your wonderbolts couldn't stop , Spike when he was getting greedy , your guard couldn't even fend off the changelings during the Royal Wedding , I'd say that this war is easily in our favor" said Star Chaser .

"_**SILENCE YOU KURN!"**_ shouted Celestia as she unleashed more swings from her sword wildely. _Perfect I have her on the run , all I have to do is keep up the pressure_ thought Star Chaser ."Surrender now , You will fail!" said Celestia with a growl . "Surrender ? , I think not , not when your corpse lies at mine and Luna's hooves" shot back Star Chaser .

Quickly Star Chaser started to unleash her own attacks , and couple those with her magic . The solar alicorn didn't see that coming as she was able to fend off the attacks from her sword but StarChaser's magic hit her from all sides , causing her to collapse to the ground. "Your pathetic Celestia , you really are , heck your worse than your 'military'" said star Chaser . She sheethed her sword and walked away towards the battle deep in the badlands .

"_Great job my sister , Celestia is weak , weaker than I thought in combat , 1,000 years ago she would have beaten you easily without a second thought , I would know , during my days I nearly had her beat , so 1,000 years later she traded all of that combat for politics how pathetic in fact your superior than her , as is my other sister Luna , Celestia will pay for what she did to her , this I swear also I plan to teach you that summoning spell so you can bring me into the physical world" said Nightmare Moon . "That wouldn't be too bad , I'm in" replied Star Chaser . _

She soon took off to rejoin her troops who were nearly close to pushing back the solar army out of the badlands . , smiling a bit Star Chaser joined in , warthogs firing , scorpion tanks firing there canons and mini guns , soldiers firing there M55B assault rifles , and fighter jets shooting down the last of the solar air force currently .

The shadowbolts also at the sametime had the wonderbolts easily beat and had sent them tails tucked between there back hooves . Once again everything was going according to plan , later Queen Chrysalis and King Metamorphosis later joined in , blasting solar troops like there was NO tomorrow .

"What happened to you two?" asked Star Chaser confused . "We had to retreat , a battalion of solar troops were after us" said Chrysalis as she blasted more solar troops with her changeling magic . "Makes sense to me" replied Star Chaser .

The three rulers blasted more and more till they were retreating back to Canterlot however the heavy artillery would be a problem to deal with. **"This is Queen Chrysalis I need several air strikes on the solar heavy artillery , and make it quick" **said Chrysalis .

"_**This is Princess Star Chaser of the New Lunar Republic , I'll need several air strikes in key locations in the badlands where there are pockets of solar troops and artillery" **_said Star Chaser.

Quickly several B II spirit bombers and B52 Bombers took off from the air field and began there carpet bombs taking out both the heavy artillery and the few pockets of solar troops and artillery that remained .

Already medical changelings were rushing and getting the injured into the medical wing of Chrysalis's hive. The battle was won and the last of the wall and what was destroyed is being worked on .


	4. Chapter 4

Chapter 4 Tactical Plans

_**A/N : well I know I haven't worked much on this chapter and that's due my Garden railroad , so lets get to chapter 4 , enjoy :)**_

**Location : The Badlands , Main Changeling Hive **

Queen Chrysalis always visited the medical wing where Princess Luna of the New Lunar Republic was recuperating . The changeling queen couldn't believe her eyes , her own sister blasted her with solar magic ! .

_I just can't believe it ! , I thought those two were sisters , but I suppose when I heard the word that Celestia became a tyrant and Luna's rebellion I guess I did believe it , but seeing it for the first time with my own eyes , now it makes me really wanna kill Celestia!_ Thought Chrysalis angrily .

Looking at the lunar princess , Chrysalis felt a ting of guilt run through almost as if she was right along side Luna fighting the solar princess . She looked across the medical room and saw several other changeling drones injured .

"My queen , causality reports are coming in fast" said one drone . "Understood , I'll read them when I have time" said Chrysalis . The drone looked from his changeling queen to the lunar princess who laid in the bed recovering from her injures against Celestia . The drone was confused , until she told him to get back to his duties . He nodded and took off without any words spoken to her , a few hours later Luna woke up and saw Chrysalis and her sister Star Chaser .

The both of them were clearly worried for her . "What happened?" asked Luna tiredly . "You were engaged in heavy combat with Celesitia , she nearly killed you" said Star Chaser . "She's right , I saw it myself while I was fighting off those solar storm troopers" stated Chrysalis .

"Celestia ! , not only did she play the part as the tyrant , but she nearly killed me as a tyrant , fine then I'll end her life!" said Luna , Anger clear in her voice .

It was a no brainer that the both of them saw the small skirmish that nearly ended in Princess Luna's life . Chrysalis got to her hooves and walked out of the medical wing knowing clearly what to do .

"Commander , I want security and patrols tightened just in case we have another 'problem' like the first two times!" ordered Chrysalis sternly . "At one my queen" replied the changeling known as black nights . He gave the orders and soon was off to join his fellow changeling troops .

A few seconds later , Chrysalis decided to tend to her family . Star Chaser stayed with her sister knowing that someone would handle the NLR until either one or both of them would be back and in a perfect bill of health .

"now I know of what Celestia really is , a murderer , and a tyrant! , in time we will end her life" said Star Chaser . "We will , very soon!" muttered Luna darkly . Luna had plans of her own ones of the SPARTAN program , among others .

"It will be okay sister , you have me now and your allies who are going to be right along side you" said Star Chaser comfortingly . "Thank you , I wonder as to why Celestia became what she is now" said Luna absentmindedly .

"I don't know sister" replied Star Chaser confused . "Let me clarify , after my return from the moon , and my clensing of the mare Nightmare Moon , something had changed about Celestia , that I couldn't put my hoof on , I guess overtime I was overjoyed to see her again but I'm sure Nightmare moon wouldn't be" . "What do you mean ? , I always thought that you were the one that created Nightmare moon?asked Star Chaser confused .

"Actually no , Nightmare Moon was born just like you and me by our parents , I wonder if there still alive , you see me and Nightmare moon became sisters while trapped on the moon for a thousand years , she was sealed inside of me somehow" explained Luna .

"Oh now I remember !, it was Celestia that did that she somehow knew about Nightmare Moon and when she attacked she sealed her within you! , it now makes sense" said Star Chaser in realization . "That's right , you were there , you saw it all , but why didn't you say something to our parents then" said Luna .

"I don't know , probably I was in shock at what I saw" admitted Star Chaser . "That would be the case , but that's neither here nor there , what is here is you and me , and we have to stop Celestia" said Luna seriously . "But your still injured , it may be weeks before you can fight again" stated Star Chaser .

"I know , which is why I have a plan , I'm going to heal myself , while I'm in this hospital , the ponies need me! , and I need them" said Luna . "Alright , I'll be back at Moon City doing what I can , the NLR doesn't rule it's self" smirked Star Chaser .

She soon left and boarded her pelican back to moon City . Luna charged her horn and it worked fine , yet she used a healing spell slowly but surely the third degree burns started to fade but it would take time .

_Celestia that was a nearly life ending attack you pulled on me! , now I plan to get you back one way or another ! , this I swear ! _Thought Luna as she laid there . While her spell was only focused on her phyisical injures she had plans for her bones as well . _I'll have to heal those as well , if I am to fight at all . _She thought back to who her mother and father were , it then hit her like two bricks being smashed together .

_King Cosmos and Queen Chernalia ? , but that can't be right , no it has to be , there ones that I have all my brothers and sisters from , I was only adopted by Celestia's parents , it would make sense . _Thought Luna . Meanwhile Celestia was hard at work thinking on how that the changelings had developed an army so quickly .

But it didn't matter much to her , all that did matter was her ruling ALL Equestria with an iron hoof , even if that meant longer work hours , no moon , and taxing the farmers crops , while at the sametime passing laws that are unfair , marshal law and putting a curfew on her own subjects .

And having the guards kill anypony that isn't loyal to Celestia or the solar Empire . Most of the laws she would pass would be lowering the minim wage from three bits to 1 bit an hour , having all stallions and mares be drafted into the solar guard .

_Oh this is perfect , with everything going my way , I won't have to worry much about Luna pestering me that these laws I pass are 'unfair' to our subjects , there my subjects and I rule how I want to ! , and that Star Chaser , she's good with magic , dark magic included ! , however she doesn't concern me , what does is Luna , I guess for sometime now she's been protesting and I wasn't even aware of it until that day when I was to make my speech , I guess it was then I was finally made aware of what she had planned , I knew Twilight Sparkle would join me , it took a bit of 'convincing' but it worked . _Thought Celestia , as she signed off another 'unfair' bill into law .

Hours later , she spotted Twilight and decided that the two should go over a few plans together as to how best to beat the changelings and hit them where it really hurts .

_**Back at the main hive **_

Queen Chrysalis and her husband were going over plans of there own , while her children made suggestions as well . "If we attack hoofington , we might be able esablish a spy network from there" suggested Red Tribe .

"I'm with him on this mother , if we do attack Hoofington , we can begin a spy network , we may have spies in Canterlot , and inside the Solar Empire , but for how long will they may remain undercover" said Princess Cocoon .

"your right , Hoofington will be our next target , later followed by Van Hoover , Dodge Junction , Las Pegasus , and even , Fillydelphia" said Chrysalis with an evil smile . She knew what to do from there , she had everything planned out _I'll take as many cities as I can , and make sure no solar guards survive , the civilians lives will be as normal afterwords . _Thought Chrysalis .

"_I'm think your right , take Hoofington , and spread our spy network , along with Dodge Junction , Van hoover , Las Pegasus , and Fillydelphia , besides we don't have a navy as of yet , which is why our factory drones are working around the clock to get our fighters going , and soon our ships going as well" said Metamorphosis . _

"_True , Celestia won't know what hit her , add to that we changelings are going to hit hard and fast ." said Chrysalis with a smug look . "However , we should gather more tactical data on the solar empire before making our next attack" suggested Metamorphosis cautiously . "and we will , which is why I have yet to hear from our spies in the solar empire" replied Chrysalis . "I suppose we could check in" said Metamorphosis . _

Nodding to each other they told there son , Red tribe who was in charge while they had something to tend to . They soon left and headed towards one of the mirrors and got in touch with one of there spies . "My queen , after the attack on Ponyville , Celestia is sending troops to ALL cities in Equestria to increase security , and Captain Shinning Armor is going to be in Hoofington" said the spy known as black spear .

"Understood Black Spear , listen keep an open ear for anymore information that pertains to the solar empire army or even there other branches , I want any and everything on them as soon as possible" said Metamorphosis .

One thing was certain that they had a few things to do , such as check on the status of there navy along with looking for a new planet all the while keeping everything in order and on time . "Understood my king , Black Spear out" .

With that said the image of black spear vanished from the mirror , Chrysalis and Metamorphosis headed out of the room and towards the factory where the first viper MKI's were being built . "So how is the production of our fighters going?" asked Chrysalis .

"Production goes good , after the test results and what not , we began mass production of the vipers , as for the ships there going to have be built in space , we don't have the room to do something like that" said the construction drone .

"That does make sense , I'll have to get in touch with our astronomy team and see if they can locate for us a planet of which we can spread to" said Chrysalis . "That sounds like a good idea , cause with all of this going on , we may have to spread to another planet and also spread our population" said the construction drone .

"Keep up the good work" said Metamorphosis with a smile . "At once my king" he replied . They soon left and ,got with several of the astronomy changelings in the science department . "alright , sooner or later we may have to spread out among the stars and colonize a planet so we can continue to grow" said Chrysalis starting the meeting .

"That's correct , cause if we don't spread out among the heavens , and wind up stuck on this planet , I fear that our race may die out" said one scientist . "Well the best planet that we can settle on would be one of Saturn's moons like Phobos , it's the best chance that we would have from there we could spread out" said one astronomer .

Meanwhile Metamorphosis decided to just remain quite during the entire meeting , just working on several tactical plans before the next battle . Chrysalis was continuing said meeting , Metamorphosis did offer some input the scientists and astronomers did listen as did his wife .

"Most of us in the science department are working on adding several new materials to our changeling space suits to let us use our magic so we can operate in space as well as on other planets" said another scientist . " I concur on that , in fact Research and Development are working on such a suit , soon it won't be long before we head to Phobos and colonize that , from there we can look for another galaxy , another star system and spread to that" said another scientist by the name of Black spear .

"I see then , very well once we have our navy ready we send as much of our changelings , to phobos and from there we seek out a new home for our race" said Chrysalis . One thing was right about her , if she wanted results , she waned results .

Meanwhile Metamorphosis , came was working on several other ideas . One of them was to build up dry docks in order to build , ship , fighters , Colony ships and even advanced tactical bombers and tactical fighters , and already he was drawing up plans for space stations .

"My Love , I think I may have a few ideas for our navy" said Metamorphosis after the meeting was over with hours ago .

"Oh ? , and what might those ideas be?" asked Queen Chrysalis curiously . "Well how about this , while we are looking for a planet to colonize , we could start building ships , fighters , bombers and even have a new home for our hive among other hives" added the changeling king .

Chrysalis thought it over and nodded her head in agreement . "Very well then , I'll have several changelings build dry docks , along with several space stations and begin to look for a new planet at the sametime .

_This is it ! , soon my navy will overpower Celestia's easily ! , one step at a time chrysalis , don't want Celestia to know what your up to_ thought the changeling queen . Hours later she saw several rockets go up into space and begin working on dry docks , and space stations .

_Everything is coming together smoothly . _Thought Chrysalis , and she was right . So far Celestia hasn't attacked the badlands in a while , and at the sametime , her and Luna got to spend sometime together while working on tactical plans to go after several cities to Celestia it maybe a 'land grab' but to Chrysalis it's her way of expanding and gaining more teritory and building army bases and air force bases to accommodate that .

_**Saddle Arabia **_

Changeling spy , Black Poison spotted several solar ponies heading towards a local tavern . Quickly she thought of an idea . She changed her self into a sky blue mare with a white mane and tail , and kite for a cutie mark .

_This is great , just how in the wide world of Equiss did the solar empire wind up here ? , ugh never mind that ! , may as well hear out what there saying and report back to Chrysalis _ thought Black Poison . She walked into the tavern and saw not just the solar ponies but an an entire table of them .

_I didn't expect that _ . She grabbed a near by table that was close to them so she could listen in .

"Alright so here's the plan , already the Changelings drove us back twice already , there has to be some kind of way to beat them and wipe them , Celestia's already loosing towards her own sisters Luna and Star Chaser since the battle of Trottingham , it just feels like we need to step up our game" said one guard .

"yea no kidding , we need new and advanced technology so we can overpower those lunar loosers , you saw the kinds of weapons and fighters they had ! , it was like our weapons and catapults didn't even phase them at all , and don't even get me started on there Shadowbolts , Time and time again they beat the wonderbolts at every single battle , heck even Spitfire is thinking of quitting as is her commander Soarin" said another .

"Well what are we going to do about it ? , it's not like we could just surrender ourselves" . "True , but we sworn to defend Empress Celestia , and that ! Is just we are going to do ! You get me son?!" . "yes sir" .

"well I do have one idea , I'd say we have a pony on stand by should the two NOT beat the shadowbolts" said the youngest . "Oh and who do you have in mind?" asked the captain .

"Lightning Dust , you see she was kicked out of the Wonderbolts academy for nearly killing Rainbow Dash's friends , what if we were to train her in the ways of combat so she could fight her , however we would need a commander as well" said the commander . "Oh I see , who else would replace Soarin?" asked the lieutenant .

"Brave wing / Iron Moon sir" said the corporal . "Alright I can see that working , but we must train them , this won't be unlike anything they have faced before!" said the captain . "Yes sir , I'll have somepony train them personally!" said the seargant .

"Excellent!" said the captain. Black Poison realized what she had just heard . _I don't know of this Lightning Dust , but I do know of Brave Wing Iron Moon , word has it that he has fought in several wars and has slaughtered several ponies in his wake , if they replace …. oh no ! , Chryalis MUST be warned of the upcoming changes in the solar Empire ! _ Thought Black Poison .

Quickly she exited the tavern and found an alley way to get in contact with her queen . _"Black Poison to Chrysalis , do you read me ! , This is Black Poison I have information on the changes in the Solar Empire Wonderbolts" said Black Poison. _

"_This is Queen Chrysalis , what is it ? , you said you had information on the changes within the solar Empire?" asked Chrysalis . _

"_Yes , it turns out that Celestia coulnd't beat us so she is loosing to her own sisters , however this time she plans to replace Captain Spitfire and Commander Soarin with Lightning Dust and Brave Wing Iron Moon" said Black Poison . "Vey well , quickly make sure that noling sees you , including those solar guards , we don't need them capturing you and learning information about our operation!" warned Chrysalis . _

"_I already took care of that , they don't even know , but one thing I am aware of is that we may need Spitfire and Soarin to lead our air force should they get replaced" suggested Black Poison . _

"_That's not a bad idea , not a bad idea at all I'll look into it" said Chryslais . "Very well , I'll have more information soon Black Poison out" . _Black Poison soon left the alleyway and proceeded deeper into saddle arabia to gather more information .

_The solar Empire must have spread further than I thought ! , but here I thought they would be ONLY in the nation of Equestria , this changes hardly much , however though one thing that won't change is the fact that we are allied with Princess Luna and Princess Star Chaser of the New Lunar Republic and going against Empress Celestia of the Solar Empire _thought Black Poison .

_**The badlands **_

_**The main Hive **_

Queen Chrysalis soon learned of a plan being hatched by Celestia . _No , Nuclear weapons ! , how in the wide world of Equestria did she aquire those ! , it's time we move forward with our plans _ thought Chrysalis . Quickly she gathered her best generals , captains , commanders , seargants , corporals , lance corporals , master seargants , and privates for a meeting along with her best pilots .

"It's time , I had just heard from my contacts in Canterlot , that Celestia had just aquired nuclear weapons , I don't know how but it's time we go on the offensive and take as many cities as we can!" said Chrysalis . Every single changeling cheered for her at what they were going to do .

"Already , our scientists and construction drones are working on our navy so that may take a while , our first city is going to be Fillydelphia , we are going to make the Solar Empire pay with there lives! , we are to NOT bring harm to the civilians in this war ! , just focus on the opposing army" said Metamorphosis. Quickly the changeling drones and commanders went to the armory section of the hive and started to grab weapons , some fired up there tanks and others fuled up there fighter jets .

"My love , this is going to be one long war" said Metamorphosis . "Indeed it is , and we plan to make the most of it , I take our children are armed and ready?" asked Chrysalis . "yes , there joining up with the main army as we speak , and so will we" said Red Tribe strapping on his helmet . "Good Red Tribe , Now then join your brothers and sisters , me and your father will be along shortly" said Chrysalis with a soft smile .

"At once Mother!" said Red Tribe . He quickly took off in gallop with his weapons strapped either side he linked up with his brothers and sisters in the main army as they were making several checks on either the tanks , there weapons , or there fighter jets . One thing was for sure , that Celestia is going to be going head to head with the changeling swarm .

_**Location : Canterlot , Equestria **_

Celestia was looking out her , balcony to lower the sun to make way for the moon . That was when , she saw a solar guard with a report tucked away in a saddle bag .

"Empress , we have a problem a BIG one at that" said the guard out of breath . "Catch your breath , what is it?" asked Celestia . "It's bad , the changelings have amassed an army of 5 million troops , and will soon be marching upon the city of , Fillydelphia to claim it among other cities just like they did with Ponyville" he said .

"What's your name?" asked Celestia . "My name is Iron Shield , Empress" said Iron Shield . "Alright , here's what I want you to do , send word to Shinning Armor and from there we will work to crush this changeling army" said Celestia .

With a nod Iron shield was gone in a flash to do what he was told , while Celestia was in shock 5 million troops ?! , how is that possible ? , shaking her head she had to do what she could to try and stop them while at the sametime working on crushing Luna and her rebellion .

Quickly she grabbed her armor , weapon and her sword and made way towards the war room and waited for her top commanders in each branch of the solar empire , to work up a plan to either stop or slow down the advance of the changeling force.

All these questions were swirling in her mind , but she did find out that Chrysalis and Metamorphosis will soon be marching on Fillydelphia soon , but she doesn't know when . Meanwhile Twilight Sparkle was working on her next plan to take out that human she met in space during the battle for Trottingham .

"My ponies , I'm glad your all here , I had just found out that the changeling swarm is marching for Fillydelphia , and we have to stop them by what ever means nessecory , you all know what that means , and we have to use the civilians as shields to slow them down then so be it! , now then I want Shinning Armor to set up as many barricades as possible , while everypony else works on setting up trenches ! , we have to either slow them down to stop all together , they along with Luna threaten the peace here in all Equestria , we can not take anymore losses to either one , but we will prevail in this war and bring order back to Equestria , even if that means bringing back my sister alive one way or another , and executing Chrysalis and her entire family , let alone her entire species !" said Celestia .

"Alright , I'll take as many guards as possible and do as you say , I will need as much air support as possible" said Shinning Armor . "that will be provided by our best squadrons" said Celestia . _That takes care of the army and air force , but according to reports they don't have a navy so we can take care of that department ! , I know for a fact that I have EVERYTHING covered _ thought Celestia .

"now we will also need the best that solar technology has to offer , such as walkers" added commander blazing flame . "of course , in fact there being mass produced and added to the army as we speak" said Celestia . "Great , but what about blasters or even thermal detenators?" asked Shinning Armor . "I've got that covered" said another voice entering the war room .

"Identify yourself now!" demanded Shinning Armor . "My name is Silver Fire , I can be of asistance" said Silver fire with a slight bow towards the Princess or Empress . "Rise Silver Fire , if you want to be of assitance to this war , then I suggest you listen in on what is about to happen" said Celestia .

"As you wish my princess" replid Silver Fire . Quickly he joined the other ponies at the briefing table , there he saw Captain Shinning Armor , Captain Spitfire , Commander Soarin , Commander Blazing Flame , Admrial Twilight Sparkle , Commander Shadow Boom , Corporal Max Mustang , Lieutenant Snow Crystal , and Captain Solar Fire .

"now here's the plan , like I said we are going to have Shinning Armor with the trenches and walkers and troops in said trenches , while the air force provides air to ground support , including bomber support , the wonderbolts lead by Captain Spitfire and Commander Soarin will be flying along side some of the first few squadrons that we have at the moment" said Celestia .

Everypony nodded there heads in agreement as they headed right for there assigned tasks . Celestia figured it as best to join the army as she wasn't needed anywhere else .

_Chrysalis , you have met your match for sure ! , this time we are going to make sure you DON'T take anymore cities! _ Thought Celestia as she made sure that everything was in place and ready to go . _Your entire species is about to become extinct , you Chrysalis have no chance against me ! _ Thought Celestia .

The solar Empress looked around and knew that her army was strong in the millions 4 million to be exact . _And this time , you may out number us by just 1 million troops but that matters not to me , you along with Luna have betrayed the crown , and I as Empress of Equestria plan to strike both of you down! . _


	5. Chapter 5

Chapter 5 The Battle for Fillydelphia

_**A/n: Sorry once again that this took so long to work on, anyway the good news is that I'm currently adapting or making a movie out of my fanfic My Little Pony : The New Lunar Republic , currently chapter 2 is being adapted and the good news is that once it's done I can move onto other projects , so enjoy :) **_

**Location : Several miles from the Badlands **

Queen Chrysalis was at the head of the army while she had her pilots on hot stand by , her husband had control over the construction of the navy . And as for his kids , they too were 'enlisted' into the changeling army . But they were already on there way towards Fillydelphia , with 1 million troops plus several million more along the way .

_**Location : Miles outside of Filllydelphia **_

"My queen , we are approaching the city of Fillydelphia" said the commander . "Excellent , ready fighter jets launch on my mark" said Chrysalis. "Understood" . He made a few calls via radio and quickly the radio control tower knew what to do . "My queen , it is done the fighters are ready to fly on your command" . "Perfect now we wait" said Chrysalis . The entire army changed into the solar army and set up camp gathering intel from a distance .

Queen Chrysalis was disguised as Celestia as she ordered her troops to take flanking positions and cover the bridge . King Metamorphosis held back per his queens orders with nine hundred thousand troops and several tanks . Hours later night fell , and soon the entire 'solar' army changed back into there normal changeling selves when they deemed it safe .

"**My queen , were ready to take the city by storm , we just found out that the solar army is stationed here about eighty thousand troops with thousands more well on the way from Canterlot" reported the changeling commander . **_**"Excellent , I believe we could take them should be easy enough to crush them , have your troops on standby should we need reinforcements just in case" said Chrysalis **_.

She switched off her radio and turned her attention back to the city of Fillydelphia . **"CHARGE MY CHILDREN , TAKE THE CITY OF FILLYDLEPHIA FOR THE CHANGELING SWARM !" **shouted Chrysalis loudly . Quickly the thundering of hooves charged through the streets , with the tanks not far behind them . Quickly the thundering hooves awoke the soldiers of the solar army .

"QUICKLY MY BROTHERS TAKE ARMS , ITS THE CHANGELINGS!" shouted Shinning Armor . Quickly the solar army got into there trenches and readied there blasters aimed right at whatever direction the changeling army was approaching from .

That's when he saw several odd looking lights and knew it was the changelings . "Open fire there!" Ordered the solar Captain.

Quickly red blaster bolts were fired from the E 11 blaster rifles striking down several changelings but not before the changelings opened fire with there tanks and assault rifles , pistols , mini guns , grenades , and sub machine guns .

"**This is Queen Chrysalis , send in the fighters!" Ordered Chrysalis . **In a few minutes she saw rows and rows of fighter jets fly over them . However , while her drones were fighting , she saw that the solar troops were using the civilians as shields to slow her troops down.

_Blast ! , Celestia's thinking ahead this time ! , alright so that's the way you wanna play ? , fine then ! I have a plan of my own ! _Thought Chrysalis . She charged in galloping at top speed with her F.A.R assault rifle drawn and opened fire on the solar troops , weaving as quick as she could without any single solar pony touching her .

That's when in surprise she saw the leader of the Solar Empire herself , Celestia . _Perfect , but i'll need backup ! I think I know who to get in on this_ thought Chrysalis .

Quickly she ordered her reinforcements . In surprise Celestia saw this the entire second half of the changeling army . "**HOLD THE LINE MY PONIES , USE ANYTHING AT YOUR DISPOSIAL , EVEN IF IT'S THE CIVILIANS ! WE HAVE TO SLOW THEM DOWN!" **shouted Celestia in her royal Canterlot voice .

One thing was for certain , Chrysalis saw the chance and lept at Celestia with a sadistic grin on her face , she fired several shots at the solar tyrant hoping that one of them would hit her square in the forehead . The solar tyrant was struck several times but that's when her shield dropped , revealing there wasn't a scratch on her at all .

"Did you really think that would work ,Chrysalis ?" asked Celestia while drawing her sword . "No , I figured it would be more of distraction" said Chrysalis while drawing her curved sword from her back .

As painful as it was it was free , smirking the two clashed swords . "I see you nearly thought of everything , changeling queen just you didn't figure that you and me would be crossing blades , did you?" asked Celestia with a sadistic smile .

"I actually did , but what you didn't count on was that my army is once again better trained" shot back Chrysalis . With the movement of her front hoof , Chrysalis punched Celestia in the face so hard that it made her fall on one knee. "You actually hurt me …. now your going to die because of that!" said Celestia getting up .

The two clashed swords several times , Chrysalis saw an opening and took it , she stabbed her sword right under Celestia's wing grounding her . The solar tyrant cried out in pain and fired a beam of pure solar magic right at Chrysalis at point blank range . In a split moment Chrysalis activated her horn and put up her own shield blocking what she could of Celestia's attack .

"You just never learn do you bug , I am the one who rules ALL Equestria I am the one who brings the day to everypony , I am the one who ruled for the last 1,000 years while my 'sister' was on the moon , and by the elements of harmony I will not let one insect such as you crush me ! , not here and NOT now !" said Celestia .

"You and your husband should have been my allies , we would have destroyed Luna and her Rebels together , in fact I would have trained your drones a lot better than they are now" .

"Your wrong tyrant!" said Chrysalis grunting .

"I joined The New Lunar Republic for a reason ! , in fact joining you would have been a mistake ! , you would have hunted us like animals in secret taking out more and more of my drones , and then gone after me ! , no I made the right choice in choosing the New Lunar Republic over you ! , you and Solar Empire can just burn in all of Tartarus for all I care!" shouted Chrysalis . Her horn glowed brighter and brighter as she poured more magic into her spell , she began to stand up and shot a glare at the solar tyrant who was in shock .

"And it's time that someling knock you down a few pegs" said Metamorphosis . He later joined in the fight , who ordered his troops to focus on the main solar bulk . "I see then , very well you two are nothing but insects and will be crushed by the full weight of the sun ! This I swear by the elements of harmony themselves !" threatened Celestia .

Quickly the two clashed as Metamorphosis drew his sword and clashed with the solar tyrant . _There is NO way on Equiss that I'll loose to a bunch of insects ! Not here and not now ! _Thought Celestia . Quickly the fight took to the skies , as Chrysalis , Metamorphosis and Celestia squared off once again the two clashed swords every chance they got . While Celestia was out numbered she did hold her own against the changeling rulers .

Once again Chrysalis and Metamorphosis charged at the solar tyrant , easily she repelled there attacks but she lacked one thing , her army and reinforcements were getting pushed back and the civilians were getting out of the way as quick as they could .

Growling in anger , Celestia quickly pressed with attacks slashing at first Metamorphosis who hissed in pain then quickly at Chrysalis who grunted . "My love , you alright?" asked Metamorphosis concerned . "I'll be fine , we have the ability to heal after all and I plan to extract a mountain of payback from that tyrant they call a 'princess' !" said Chrysalis angrily .

"Alright then , lets show her what we changelings can do when backed into a corner!" said Metamorphosis as his grip tightened on his sword . The two flew as hard as thee wings could buzz , finally they saw the unthinkable ! , Celestia was holding a filly hostage a young filly who was in the wrong place at the wrong time .

"Move and she gets dropped from where I am" threatened Celestia . Chrysalis and Metamorphosis were shocked what they were seeing . She was going to drop a filly form that height of 20 feet , add to that the mother was probably removed from the battle . And this little pony was scared out of her mind for what was happening to her .

"_My Love , we are twenty feet in the air , from that height she would most likely be killed upon impact" said King Metamorphosis . "True but , I have a plan I want you to teleport as she's dropped then get her to safety then the both of us go after Celestia" said Chrysalis. _

"_Not a bad idea , on my mark 3 , 2, 1 MARK!". _Quickly Metamorphosis made his move , Celestia let go but wasn't expecting Chrysalis to do nothing . Chrysalis slammed into her with everything she had , Celestia slammed into the wall of a building , the solar tyrant grunted in pain .

Chrysalis saw her chance once again and slammed her sword into Celestia's other wing , making her cry out in pain , on the ground Shinning Armor saw this and watched in horror . _I didn't know Chrysalis was that sadistic ! , our leader is in pain and I don't know what to do_ thought Shinning Armor in desperation .

Quickly he had several of his men fire on Chrysalis , back with Chrysalis she was getting hit from all sides as she soon fell straight down to the ground , with the last bit of her magic she teleported straight into the changeling army heavily wounded from combat and needed time to regenerate . She took off limping while her troops covered for her .

_Blast , I didn't count on Shinning Armor to do that ! , but now I have a plan , I have to get in touch with my hive . "Everyling listen ! , it's time we bring in our tanks and focus them on there army , do it , Delta , Gamma , Charlie , Beta , Omega" said Chrysalis . _At that point she saw several different tanks and saw them open fire with there cannons aimed right at the solar army . "EVERYPONY , SEND IN THE WALKERS" shouted Shinning Armor .

Several AT-AT's walked right over the solar and changeling troops , and with there turbo laser canons began to shoot down the changeling fighter jets , some were able to score some hits on them but it wasn't enough to damage them . _Blast ! , that Shinning Armor is smart but I have a plan to end him and this little game ! , "Everyling , bring in the rest of the army !" ordered Chrysalis . _

Her children quickly understood and lead the other army into the battle , fighting alongside there father they quickly overwhelmed the solar army who's soldiers either broke rank or fought until they died to the last pony .

Hours later Celestia freed herself and took off with the army in full retreat , the AT-ST's quickly killing off any tanks , and changelings that followed pursuit . However , they had this time reinforcements from there allies , Das Skullzser Reich , The Fillyppine Empire, and the Germane Empire along with there leaders .

Celestia was heavily wounded and her army was beaten and battered badly by the huge changeling army . "Ah Celestia , I see your army is badly beaten ! , you should have listened to us" said Hermane Goering with a smug smile . "Apparently you all took too long to get here , so we had to go without you" stated Celestia . The Changeling Army waited , they didn't budge as they were at almost four million strong

" Celestia is right Hermane , had we made it we could have at least repelled this invading army" said Emperor Great Sun . He looked down the battle field saw the invading army standing there just daring the mixed army to make a move against them .

"I say that we charge these bugs!" said King Parasite of the Ibex Empire . "Hold on , we can't just rush in guns blazing , I think we should do this together along side Celestia and push them back" said Emperor Rising Sun of the Empire of Neighpon .

"we know that number one : they out number us five to one , but we have more artillery then what they have ,what ever they have shredded the solar army to ribbons , look at the corpses that adorn the battlefield" said Emperor Erebus of the Templar Reich . Emperor Rising sun saw this and his eyes went wide , almost wide as saucer plates .

"Alright , I say that we grab our guns and lock and load , it seems that this bug army is serious about taking one of Celestia's city's" said Brajira . Quickly the mixed army orgainized it's self and was ready , swords , and guns on hoof along with WWII planes flying overhead .

"And now my ponies and allies of the Solar Empire ! , **CHARGE!"**shouted Celestia . Quickly the allies of the solar empire and Celestia's army galloped guns aimed , and swords drawn battle recominsed . Chrysalis rose up and ready to fight again . _Just what the doctor ordered ! , wait a second ! , how did the solar army get bigger ? , no ! , they have allies ! I see then we can fight them! _ Thought Chrysalis . Quickly she found her sword and jumped back into the fray .

"My Changelings , ready your selves , this battle is NOT over !" shouted Chrysalis emerging from behind a building fully healed. "Metamorphosis , where is the filly?" asked Chrysalis.

"She's safe and far away from Fillydelphia . "Good , we have a problem , I overheard some new ponies enter the city and there allies of the solar empire"said Chrysalis . Metamorphosis was shocked but he knew what to do . "Alright , and I take that's them from where we are?" asked Metamorphosis .

"Indeed , we still out number them 5 to 1 , and at that we can also do some major damage" said Chrysalis . "Very well then , it's time to see , how we handle our selves in this fight" said the changeling king stare back down at the approaching army .

"Alright my changelings ! , this is it the final clash with the Solar Empire and her allies ! , lets show them what we can do as not just changelings ! , but as a SWARM of changelings , **FOR THE CHANGELING SWARM!" **shouted King Metamorphosis as he drew his sword once again . Smirking Queen Chrysalis tightened her grip on her blade , tank shots rang out , and bullets were fired from the drones AKS 74 U assault rifles .

Quickly the battle raged , changelings were dying from various strikes or stabs and the mixed army was having there ponies die due to so much bullets entering there soldiers bodies . However though , the rulers clashed and this time there swords clashed together .

"you think you can win this war changeling queen and king ? , I have allies , allies who I made alliances with ! , who came to my aid , you have nopony to lend you a hoof" said Celestia . "You would be wrong , in fact Luna is on her way and so are her troops" stated Chrysalis .

The leaders clashed swords until several leaders had to pull back to there army and begin to pull back , finally after hours upon hours of fighting the battle was coming to a close , only the leaders of the Fillyppine Empire , the Solar Empire , Das Skullzer Reich , The Empire of Neighpon , the Germane Empire and the Ibex Empire .

Most of the leaders were wounded and couldn't move but Chrysalis and Metamorphosis held out long enough for Luna's forces to arrive and finish them off .

"We came here as quick as we could !but who are these new civilizations and how did they get here?" asked Luna confused . "I don't know , but what I do know is that somehow the Solar Empire gained allies" said Metamorphosis . "Very well , I'll look into it" said Luna .

Quickly they saw that her forces were easily pushing back the solar forces , the Das Skullzer Reich forces , the Empire of Neighpon's forces , the Germane Empire's forces , the Ibex Empire's forces and finally the Fillyppine Empire force's at last the battle for Fillydelphia was won . However though what Luna saw before shocked her to her core .

"What happened to these civilians and how are they dead?" asked Luna . "The Solar Empire used them as shields to slow us down during the battle , we did what we could to save them , the rest weren't so fortunate" said Chrysalis sadly .

"I see then , you all did what you could to try and spare lives , sadly we must put these ponies to rest , and give them a proper burial , they had loved ones who cared about them very much, and for there lives to end like this ! , IS UNFORGIVABLE!" shouted Luna in tears .

Hours later the dead were properly buried and finally the ponies of Fillydelphia were finally accepting of what happened and all began to finally see the Solar Empire and Celestia as nothing but a pure murderer and as a madmare and a tyrant .

"Chrysalis and Metamorphosis , you all did what you could to spare these ponies lives , however though , it was Celestia who forced you and your army to end there lives to get to her soldiers ! , I know it's not much but stay here in Fillydelphia and get to know these ponies" said Luna with a solemn look .

"that won't be a problem Luna , we will have fillydelphia secured and locked down !, you can rest assured of that" said Chrysalis .

The changeling queen looked at her mate and he nodded , they took off there helmets and the ponies told them that they were forced into a situation that they had no control over .

Hours late Princess Star Chaser arrived and what Luna told her , Star Chaser broke down and screamed to the heavens themselves that this was Celestia's fault .

_**Location : Fillydelphia , downtown**_

Chrysalis and Metamorphosis found a house , and quickly turned it's basement into a temporary war room . "Listen my love , once our navy is complete we are going to need someling not of this world to help lead it" said Metamorphosis .

"I know but , what kind of human should we get ? We need someling that is quite smart and very tactical and also can think his way out of a very sticky situation" stated Chrysalis . "Alright , I'll see what I can do" said Metamorphosis .

He teleported out of the basement and into the main part of the house in attempt to put this battle behind him . Chrysalis decided to look over the final plans for the Changeling Navy , blueprints of ships , and space stations . _Hopefully I can forget about what happened a few hours ago _thought Chrysalis . Finally she came across an odd looking blueprint for a ship she didn't recognize . It was the blueprint of a colonial warthog dropship .

_I've never heard of this before ? , perhapes it was slipped in here by accident or the pony that lived here before discovered these blueprints never got them to us in time ? Or perhaps they were left here for me and my mate Metamorphosis to discover ? , no matter I could use them to my advantage and really out class Celestia in this war !_ Thought Chrysalis .

It would be perfect to use and carry her soldiers instead of having them to march , all the way towards a city . The other blueprints she looked over were easy enough to build . _ Once we can get out of Fillydelphia I'll hoof deliver these to the naval factories and have them build them and then at last our navy would be complete and with a human to lead it , that human would lead us to victory after victory until we can crush the solar Empire and her allies all in one swoop !. _

Hours later she decided to check out one other thing in this basement , she found a mission as it wasn't even damaged at all . She pushed a button and a fellow changeling appeared on screen .

**Prince Obsidian **

**Message to Queen Chrysalis of the Changeling Swarm **

" **As you know Queen Chrysalis , I have discovered Blueprints for you and the rest of the changeling swarm , blueprints that can help you in this fight which is why you also found this mission log , here's the thing along with the blueprints is also a special blueprint for a 'jump drive' somehow it's from a human TV show Battlestar Galactica that's where all these blueprints came from , listen I want you and the entire changeling swarm to use them , I want you to win this war ! , don't worry about me , I'm somewhere safe in Saddle Arabia , and Celestia hasn't even tried to track me down , just focus on the war then later come see me , I might be able to help you when and if you and your kind should leave , hopefully the tyrant Celestia dies soon in this war" said Prince Obsidian . **

The view of the changeling prince faded from the screen now Chrysalis had what she needed to help win this war , blueprints for the navy , and a jump drive that would propel the Changeling Swarm into the future ! , far beyond what any one changeling could do on there own .

"I'll do it Prince Obsidian , I'll win this war for you ! , I will save Equestria from the tyranny of Celestia and end the Solar Empire and her allies ! , this is something that we changelings can do , the New Lunar Republic I know is going to be alongside us ! , but only I can shape the history of Equestria as it is now !" said Chrysalis to herself .

"Celestia you have met your match ! , you and your allies !". She soon set the blueprints down and headed up the stairs out of the basement to clear her own mind of the battle but it wasn't easy , meanwhile Metamorphosis was working on a few new plans for the changeling navy .

He came up with the idea to use the shapeshifting ability to make the navy any ship that it can change into weapons and all . _This is perfect , once the navy is done I'll finally be able to begin working on someling to lead it _ thought the changeling king .

Hours later he returned to the house and saw that Queen Chrysalis had covered the windows that way the ponies couldn't pear inside . "Uh honey why did you cover the windows ? , do you not trust the ponies ?" asked Metamorphosis confused .

"It's not that I don't trust them , it's because there still might be solar guards still patrolling the streets of Fillydelphia" said Chrysalis . "Alright I'll bite , why would there be solar guards still patrolling the streets of the city we just drove them out?" asked Metamorphosis . "I just don't trust Celestia at all , we never allied with her and somehow she has allies of her own" stated Chrysalis . The changeling king thought this over for a bit .

"That does seem fair enough , but sooner or later we will need our top commanders , and captains for a meeting" said King Metamorphosis . "I know , and I plan to do that , but only after we are settled in for a bit and have everything set up" said Chrysalis . "Fair enough , now then about those blueprints who sent them?" asked Metamorphosis .

"I believe a prince Obsidian left them here , he didn't send them , he left them here for us to discover and use against Celestia , and I think it's high time we do so , it's time we get our navy going , true we have viper MK I fighters built and being tested back in the badlands , but we will need ships and a human from out of this world to lead our navy against the solar empire" said Chrysalis .

"Alright , I'll send over the blueprints to our factories to have the ships constructed up in space , Celestia wouldn't know then" said Metamorphosis .

He headed back into the basement and lifted up the blueprints in his magic and sent them off via his magic back to the factories to have the ships constructed . Meanwhile the other queens learned of what happened and headed right for Fillydelphia in hopes to get in touch with Chrysalis and learn of her next move against Celestia . Now the war can begin in earnest , this was just the initial assault ! .


	6. Chapter 6

Chapter 6 Seeking out Other Hives

**Location : Fillydelphia **

Queen Chrysalis and her King was working on something , for the next battle this time at Dodge Junction . "My Love , we should seek out other hives to help us in this fight" said King Metamorphosis . "Right then , when would want that done?" asked Chrysalis .

"I don't know but I do know this that we have our other queens help us , in lending us there troops along with helping out more in the war it's self" said the Changeling King . "Fair enough , I'll have them here in no time at all" replied Chrysalis . A few days later there was a knock at the door . "That must be them" said Metamorphosis .

The changeling king got up from where he was in the living room and opened the door Queen Universia along with Queen Venacia , Queen Sarracenia , Queen Penumbra , and Queen Vespa entered the established home .

"Welcome fellow changelings , I have called you here for one purpose , another changeling by the name of Prince Obsidian had left blueprints for ships along with a blueprint for a jump drive , this could be our ticket to building our navy and having someling not of this world lead the navy" explained Chrysalis .

The other queens were interested in this and listened to her every word , a few hours later Metamorphosis entered with and decided to listen in on what was going on . "Now listen up my queens and King , we are going to need more changeling queens to get involved in any way in this war , cause now this war has went from just between me and Celestia to now an all out free for all, and it's time we get the entire swarm to descend upon them and crush them!" said Chrysalis .

"Even if we could get the other queens invovled knowing them they would rather just not bother sending there drones to fight at all some would , others would not" said Queen Venacia with a look of concern . "Don't worry I plan to 'convince' them myself that they must be involved in order to fight along side me to crush the Solar Empire and it's allies completely" said Chrysalis .

"My love is right , we have to get the entire swarm involved , you queens are doing what you can to help out and that's great but we are going to need more!" said Metamorphosis . One thing was for certain that once the entire changeling swarm is rallied , Celestia is going to ever regret crossing Queen Chrysalis of the Changeling Swarm ! . "Alright , we can spread the word that we need more changeling Queens and maybe Changeling Kings to get involved' said Queen Vespa with a look of determination .

"That's a great Idea Vespa , spread the word around the badlands , gain as many changelings as possible ! , we are going to need all the help that we can get in this war" said Chrysalis . "What about the other changelings of Royalty should we get them involved like princes and Princesses?" asked Queen Universia . "That would be a good idea as well , get every single changeling involved royalty or NOT!" said Chrysalis .

"Alright" said Queen Sarracenia . Hours later they were told that they could stay but only one could go back to the badlands and spread the word , Queen Penumbra volunteered , and she was sent on her way back to the badlands .

**A few Days Later **

**Queen Penumbra's POV **

I soon arrived in the badlands and spotted several queens and kings , talking with each other . And figured that this would be the perfect time to ask , if they wanted to join in this war at least that's what Chrysalis told the other queens back at Fillydelphia . "Ah welcome back Queen Penumbra , what were you doing outside of the badlands anyway?" asked King Gerim .

"I am helping Chrysalis , lead an army against the Solar Empire and it's allies , she needs all of you to join in as we can and will crush Celestia" I said with a calm expression . Silence fell among the group , this was something that I picked up on quickly . "Do you want her to wipe us all out?!" I said my voice getting louder .

"Do you want to live a life enslaved by a tyrant who wants power and passing unfair laws among her own subjects?!" . That's when one king spoke up , his name is King Metamorpho a well respected king among changeling royalty .

"Alright , give us time to gather our troops where is Chyrsalis at the moment?" asked King Metamorpho seriously . "Currently she's in a city known as Fillydelphia along with her husband King Metamorphosis , you'll find them there" I said . "Very well , I'd like to see how my daughter Chrysalis is doing with her husband" said King Morphosis.

Yes this is Morphosis , the father of Chrysalis the reason this was never brought up , cause at the time things were already stressful as it was , and then that happened her mother , whoever she was gave birth to Chrysalis . Poor queen died a few hours before seeing her beloved daughter before she passed .

"Very well then , me and the other royals , will meet you outside of the badlands" said King Morphosis . I nodded and walked in the same direction back towards the outskirts of the badlands to wait the changeling armies , mostly they would be like an extra layer of security for Fillydelphia .

_**Hours later **_

**Night Time **

**queen Penumbra's POV **

I waited and that's when I saw the entire changeling army , lead by all the royals of the badlands . _ Chrysalis is going to be pleased about this _ I thought. And I was right , we soon marched towards the city of Fillydelphia as King Morphosis told the army to make camp and keep watch over the city should trouble arise . The rest of the Royals followed me into the city it's self and that's where we found Crysalis and the other queens talking and having a good time .

"My daughter , how good it is to see you" said Morphosis with a smile .

"Father , I'm glad that old age didn't get you" joked Chrysalis . "It would take more than that to bring your father down" replied Morphosis . If there was one thing that I did like it was the father daughter reunion .

"So Chrysalis , I heard your in all out war against the solar empire ? , against Celestia and allied with the New Lunar Republic? Am I hearing this right?" asked Morphosis . _Straight to the point with him_ I thought .

"That's right , after Princess Luna rebelled against her sister I knew what I had to do , ally with the New Lunar Republic and begin to get into the war myself , already we have captured Ponyville and now Fillydelphia" said Chrysalis proudly . "though this is great news to hear , I must ask How and why would Celestia become a tyrant , wasn't she loved by all of her ponies?" asked Morphosis .

"Yes but as of late , my spies found out that as of late Celestia passed several laws most of them tax laws directed at the farmers , along with making the work hours longer and almost to near NO rising of the moon at all" said Chrysalis .

Once again silence fell among the large gathering of changeling queens and kings . "Look , there maybe a chance that we can take Dodge Junction , cause rumor has it that there staging an army there and if we capture it then we might be able to use it to branch out to other cities and go from there" I said speaking up .

"Alright then , here's how this is going to work Celestia is focused on Luna , but I have a plan , we have to hit them hard and weaken them just enough for our ally the New Lunar Republic to crush them" said Queen Silverwing .

"That's a good Idea , Queen Silverwing , however now that we have a larger army than before , we should now focus on getting our navy up and running" I said . "Right , what is the status on that?" asked Queen Magnolia .

"It's going good , however Chrysalis had suggested that we find someling not of this world to lead the navy" I said . "Alright that's not a bad idea , who would you recommend?" asked King Deception curiously .

"Who would you recommend Chrysalis?" I asked . "How about something called a human , the human race at least to the ponies is nothing but a mere myth" said Chrysalis . "Alright , I believe I can help with that" said Queen Heart Song . "You know a transportation spell , Heart Song ?" asked Morphosis curiously . "I do indeed , in fact we may have to decide on who's going and who's staying to protect the badlands and Fillydelphia along with Ponyville" said Heart Song .

"Very well , I suppose that , Queen Imago , Queen Ambrosia , Queen Nyinix , Queen Lacera , and Queen Kitstraza could protect the badlands , and Fillydelphia , while King Gerim , my father King Morphosis , and King Metamorpho , could protect Ponyville" said Chrysalis .

"While myself , my wife , Queen Grailin , Queen Isi , Queen Magnolia , and Queen Silverwing could be transported to the human world of Earth and locate this human that we need to lead our navy" said King Metamorphosis .

Queen Venacia , Queen Universia , Queen Vespa , and Myself knew what to do , keep an eye on the army , while Queen Sarracenia would keep an eye on Dodge Junction in case anything changes .

"Then it's settled , in a few days time Queen Heart Song will charge up the spell for Earth and we will head in with a cart should anything need loading and anything else need securing as well" said Queen Chrysalis . "Thanks , I'll need time to prepare the spell" said Queen Heart Song with a small smile .

That night everyling headed for bed , to get some shuteye cause this plan to get a human to lead our navy , Although I do suspect that Princess Luna and her sister may know about our plan and is most likely doing her part to keep the Solar Empire off balance so we can go through with our plan .

**The Next morning**

Everyone woke up with a plan in mind , the first thing to do was secure the places that we have captured , places like Ponyville and Fillydelphia , already Manehatten and Baltimare and Trottingham were captured by the New Lunar Republic so that left , Hoofington , the newly restored Unicornia , and Tall tale , Las Pegasus , and Van Hoover .

Meanwhile Metamophosis prepared his troops to lead to the small town of Ponyville . _This may take a while for a march like this _ thought the changeling King . He looked over at his daughter and smiled a soft smile before the other Queens joined him in the march towards Ponyville .

Back in Fillydelphia the rest soon headed towards the badlands which only left King Metamorphosis , Queen Chrysalis , Queen Venacia , Queen Universia , and Queen Vespa to make sure that everything is set so they could leave for the human world of Earth . Queen Heart song was working on the spell , she needed full concentration in order for it to work .

Which left Queen Ambrosia , to go with Queen Sarracenia to head to Dodge Junction to get intel on solar army stationed there . "Listen up Ambrosia , we are going to gain intl on what is going on in Dodge Junction , we are going to pose as normal ponies , such as either an earth pony or a unicorn that way Celestia doesn't suspect us"said Sarracenia with a stern look.

" I know , which is why we can't be wearing our crowns when we go to Dodge Junction it would give us away easily" said Ambrosia taking off her crown and putting it in her suitcase . "good idea , and also we are going to be bringing our radio's and a few things from the badlands , such as mane wash, coat wash toothbrush , tooth paste, hairbrush, a couple bars of soap, and even a way to escape should the solar empire be onto us" said Sarrenacia .

"When do we leave?" asked Ambrosia . "as soon as we are packed and ready to go" stated Sarracenia Hours later the two changeling queens had both changed into ponies Sarrenacenia a pegasus with a black coat and orange eyes and no cutie mark , Ambrosia transformed into a unicorn with a dark red coat and had a heart cutie mark .

"Lets go" said the black coat pegasus . It was a good thing that both had four hundred bits with them so they could take the train to Dodge Junction from Fillydelphia .

Which only now left Queen Chrysalis , King Metamorphosis , Queen Heart Song , Queen Universia , Queen Vespa , and Queen Venacia .

Queen Penumbra was headed for home now that , she new her job is done and it was time to prepare her army as well ._I think it's time I get my drones armed with the weapons that are provided to me _ thought Penumbra .

A few days later she arrived at the badlands and ordered her captain to outfit the her entire army with guns , lots and lots of guns .Penumbra was looking over what kinds of guns she could outfit her drones with , some ranging to simple pistols , to sub machine guns to assault rifles , to even mini guns.

_If there is one thing lacking in this swarm of changelings it's sniper rifles and rocket launchers even grenades as well_ thought Penumbra . Furrowing her brows in thought she came up with ideas for new weapons mostly for sniper rifles and rocket launchers hand grenades included even a grenade launcher .

To her , this was going to be her ticket to helping conquer the entire solar empire! . _May as well go see how the construction of the navy is going _ thought Penumbra . She got up from her office and headed out to the launchpad and much to her surprise it was built already and ready to go .

She got inside and quickly the rocket lifted off the launch pad and into space . _Surprisingly we are making HUGE leaps in technology , already we have taken two cities , Dodge Junction is going to be next along with three others _thought Penumbra hours later she arrived on a landing strip on one of the planets , named Omega V .

"Greetings Queen Penumbra , I am Carapace the changeling in charge of the operation of building the navy here , what can I do for you?" asked Carapace . "What's the status of the navy?" asked Penumbra getting straight to the point. "We are half way there , at 60% , right now we are working on building the main flagship of it all , haven't figured on a name as of yet , but once the navy is ready someling is going to lead I assume?" asked Carapace .

"yea , word has it that a human is going to lead the navy" said Penumbra . "that's great ! , and what's the status on the viper fighters?" asked Carapace .

"From what I hear , there already testing the viper and are mass producing them , the transports could take longer" said Penumbra . "That's great , that's really really great , in fact we have a few ships ready to receive fighters , all we need is pilots from the air force willing to fly them into space and deliver them" said Carapace .

"As son as I get back to Equiss , I'll inform Chrysalis of what's going on here" said Penumbra . "Fair enough , in fact once we have the flagship built , the rest of the fleet will be easy to construct" said Carapace with a smile .

A few hours later , Queen Penumbra was impressed with how construction was going on here at Omega V , this was the only planet that the Solar Empire didn't dare touch . Queen Penumbra , got back in her shuttle and took off once again headed straight for Equiss to tell Chrysalis the good news .

A few hours later , the shuttle touched down on a landing pad , where the changeling queen later got out of the shuttle and soon took off in a full gallop towards Fillydelphia .

_**Fillydelphia **_

Queen Chrysalis and the other changeling rulers , were mostly hanging out like normal changelings and talking as if it were a normal day to them .

A day or two later Queen Penumbra arrived in Fillydelphia and found the house of which Queen Chrysalis and her other queens resided . She knocked and waited for the door to be opened . "Ah , Penumbra come in we were just finalizing the plan for going to the human world" said Queen Vespa eagerly .

"I see , well I have some news , construction on the navy is going well , in fact there at the half way point , and a couple of ships are ready to receive the fighters from the ground" said Penumbra . "that's great , I'll inform Chrysalis , she's going to be impressed" said Vespa .

Vespa walked off towards the basement to find the Chrysalis figuring out something else . "Chrysalis , I have good news the construction of our navy is at the half way point , several ships are ready to receive fighters that we built here" said Vespa . Chrysalis heard her and replied

"That's great , I'll inform some of our pilots to begin getting the fighters upthere" said Chrysalis . "Great , so what are you doing?" asked Vespa moving down the stairs . "Currently I'm working on a plan on how to take Dodge Junction" said Chrysalis . "Well we could , we will have to wait for information from Queen Saracenia and Queen Ambrosia" said Vespa taking a seat on the nearby sofa . "Right , until we don't do anything until then" said Chrysalis .

_**Location : Dodge Junction **_

Queen Sarracenia and Queen Ambrosia made it through the huge crowd of ponies there , just to find some kind of shelter. "Alright Ambrosia listen up , now that we are in Dodge Junction , I can see a bunch of guards and a whole lot of them , we need to make sure that they don't spot us" said Sarracenia . "Look , we are in disguise how in the wide world of Equestria would they?" asked Ambrosia .

"Easy they can use some kind of spell to make us reveal who we really are , and I won't take that chance at ALL" said Sarracenia sternly . "should we find some kind of shelter?" asked Ambrosia . "Right , we should that way we can settle down and let our 'friends' know that we made it okay" said Sarracenia .

A few hours later the both of them had finally secured a house that's on the outskirts of town . They finally made via carriage and were dropped off there to move in as it were , already the house was furnished . Both ponies moved in and shut and locked the door behind them , covered all the windows , and even made sure that nopony was looking inside .

They soon found a mirror in which to contact Chrysalis and the other changeling queens from . This mirror was put in the living room for some odd reason . Perhapes the ponies that lived there before them forgot to even pack up ALL the furniture and left in quite a hurry ? . "Queen Chrysalis , this is Queen Sarracenia and Queen Ambrosia , do you read" said Sarracenia . **"This is Chrysalis , what's going on ? , are you two in Dodge Junction as of yet?" asked Chrysalis . **

"We are , and we spotted an entire ARMY of guards already here , along with Shinning Armor and his commander, we suspect that they are probably going to have reinforcements from Canterlot , be put here for some odd reason more than likely to reinforce Dodge Junction since they lost at Fillydelphia" said Ambrosia .

"**That's good , gather as much information as possible , don't I repeat DON'T let any of the solar guards catch the two of you in your true form , and don't mention ANYTHING about what is going on here between the two of you , in fact try and avoid them , find out how many troops there are and what kind of weapons they have with them , even what kind of artillery they have as well , we need as much information as possible" said Chrysalis sternly . **

"Understood Chrysalis , Sarracenia out" . With that the image of Chrysalis faded away leaving only there reflections of themselves . They knew what they had to do , and another battle was aproaching soon in this war .

**Ponyville **

King Morphosis and his entire army changed into normal ponies of Earth Ponies , Unicorns and Pegasi including the queens and a few kings . And just like that they blended in with the other ponies . Not even Twilight Sparkle was aware of what was going on . But she had a sneaking suspicion that Chrysalis had or is already hatching a plan against Celestia .

_Did I just see an entire army change into your everyday pony ? Chrysalis I know your up to something … but what could it be ? , no matter I will find out one way or another ! , in fact may as well head towards Canterlot to check something out , hopefully I can find out more than what I see at the moment _ thought Twilight . Quickly she boarded a new train called the solar express , a new top of the line steam engine that was recently built but never put on the rails before .

**Location : Canterlot **

Twilight trotted towards the castle and was able to meet with Celestia who was working on something but couldn't be sure as to what it was . "Celestia , are you aware of what Chrysalis is doing?" asked Twilight .

"No , in fact even Luna went silent after the battle of Manehatten , I fear that there planning something BIG and soon , I haven't heard a thing from any of my allies even they aren't aware of what the changelings are doing" answered Celestia .

Twilight thought for a moment , and yet confused as to what the changelings were planning , some kind of strike ? At Canterlot ? , impossible they wouldn't get far into the city without having to face down the R.C.D.F. The Royal Canterlot Defense Force a task force put together long after the changelings attacked Canterlot during a royal wedding .

But Twilight was very confident in the defenses the solar Empire had to offer . "My student , I believe that the changelings are building there navy , a navy that could rival our own navy easily , they defeated us at Ponyville , and now at Fillydelphia , already our army is securing Dodge Junction , they won't have a chance" said Celestia confident.

"Very well Princess , what is it you wish of me?" asked Twilight . "Should the changelings be ready to strike , we shall as well , locate there planet and wipe it out , destroy ANYTHING you see as a potential target" said Celestia .

"at once , when do we check in with the army stationed at Dodge Junction?" asked Twilight . "Very soon , in fact it would be a good idea" said Celestia . She picked up her holographic device and a holographic image of Shinning Armor appeared in his solar armor . "Shinning Armor report!" said Celestia .

"Dodge Junction is secured , there are NO lunar ponies here princess , and I doubt that the changelings would dare attack a city like this , we have the place locked down so tight that even if they could get past the walls , they would have to deal with the army it's self" said Shinning Proudly . "Very well , I'll be sending over extra reinforcements outside of the wall to make sure that it stays that way" said Celestia . "That would be a good idea at the moment , a few of my guards saw two odd looking ponies get a house just on the outskirts of town , but we didn't have a chance to see who they really were , so we don't know if Chrysalis sent them or they came here on there own , nor did we seem them even in disguise" added Shinning Armor .

Celestia's eyes widened at what she had heard , changelings inside the already locked down town of Dodge Junction ! , no how in the wide world of Equestria could they be a couple steps ahead of her ? . Celestia shook her head but knew what to do .

"Send a couple of guards over to that house and find out if they are really there , make them search the ENTIRE house from top to bottom , I want them found now and have them brought before me , I'll deal with them … personally" said Celestia evilly

"at once princess , Captain Armor out" . His image soon faded out and Celestia put down her holographic device and grabbed a seat on her solar throne . She couldn't believe what she had just heard , Changelings already at Dodge Junction ? , question was who sent them? , and how they got here ! .

"Twilight , it seems that Chrysalis is already up to something , and it's up to me to put an end to them with one single swift stroke ! , I want you to head back to Ponyville and rally as many reserve guards as possible secure and lock down Ponyville , I'll attempt to do the same thing to Fillydelphia , we have to cut them off from ever reinforcing each other , we have to wear them down and wipe them out in one swift stroke the same with the New Lunar Republic ! , they already took Trottingham , Balitmare , and Manehatten . And we are loosing this war ! , I won't allow that if I have to I will wipe those cities OFF the map should Chrysalis and or Luna force my hoof" said Celestia anger boiling .

"At once Celestia I shall do as you ask" said Twilight . Quickly she headed out of the castle and was gone from her sight . _I'm onto you now Chrysalis , you may have defeated me at both Ponyville and Fillydelphia but you won't at Dodge Junction and we failed to take the badlands but that didn't mean that we can't secure the other cities here in Equestria , in fact my allies could lend a hoof at that _thought Celestia .

The odd thing was , the changeling armies were always bigger , cause they had more hives to work with , but that meant nothing to her !. Her only concern was wiping out any kind of rebellion . "It's time I call a meeting with my allies" said Celestia .

Quickly she called all of her allies and it was time they started to work together and crush any kind of rebellion , she may have failed to end her 'sisters' life back at Canterlot when she was giving her speech that day but , she already has something in place . _Yes a kill order to have Luna killed on sight ! , that should secure my place upon the throne a whole lot easier ! , but what of Star Chaser ? , oh her too ! , once there gone so will Nightmare Moon ! , it will be perfect ! , kill two birds with one stone _thought Celestia. Hours later several allies showed up at her castle to meet with her .

Hermane Goering , of the Germane Empire , Beneigh Mussolini of the Kingdom of Italy , King Parasite of the Ibex Empire , Emperor Great Sun of the Fillyppine Empire , Prince Iron Skull of Das Skullzer Reich , Emperor Ackdos Gill of the Besaddleline Empire , KGB of the ESSR , Emperor Erebus and Raven Fire of the Templar Reich , Emperor Rising Sun the Imperial Neighpon , Deerius XVI Emperor of the Merisan Empire .

"I have called you all here for one purpose , it's time we move against those who defy us , rebellion's like the New Lunar Republic and the Changeling Swarm , you all saw what they can do as one unified army !, I have had enough of these losses , it's time we take action , and it's time we crush them and bring order and harmony back to Equestria like it always was meant to be" said Celestia . "Well since you called here , I think it's high time we work together as one unit and not as seperate kingdoms and Empires" said Prince Iron Skull .

"I have to agree which is why , it's time we work with Celestia and her military and crush these two nats" said King Parasite with a glint of malice in his eyes . "now there armies have already secured Ponyville and Fillydelphia and will soon secure Dodge Junction , I have my army lead by Captain Shinning Armor already there he has the town locked down tightly , which is why he also found out about two changelings already there and spying on what is going on" said Celestia .

"If that's true , then we should focus on them first and NOT the other way around or we are going to keep loosing and loosing this war until we are defeated" said KGB . "He's right , if we have that big of a problem , then eliminate that problem and continue with the war dealing with this New Lunar Republic" said Iron Skull .

"I think I can manage that , I'll take the army in Ponyville , how big are we talking?" asked Great Sun . "almost 5 maybe 6 million strong" said Celestia . "that maybe a problem but I can call upon reinforcements from my home country" said Great Sun . "Perfect , the rest of us can deal with the army in Fillydelphia" said Hermane Goering smirking .

"Don't get to caught up , we have to focus on the task at hoof!" warned Beneigh Mussloini . "Look I won't get 'caught up' as it were , I know what to do" said Hermane .

"Now in order to beat them , we need to know there weaknesses and wear to strike on there bodies" said Iron Skull . "You can strike them on thee underbelly that's where they are most weak , also if they are in disugise then use this spell to reveal who they are" explained Celestia

"it shouldn't be much of a problem , besides we know what there capable of , we have seen there overwhelming numbers ! , but this time I think that we can squash them , besides what harm could they really do to us united?" asked Emperor Rising Sun .

"That's right , they couldn't do much damage to us united" said Emperor Erebus . "Very well then , you all have your orders I'll deal with the army that soon approaches Dodge Junction the rest of you are with me going to Dodge Junction" said Celestia .

With that said the meeting was adjourned as each leader of each empire walked out of the solar war room and headed for there carriages to get them back to there home country's. One thing was for sure that Celestia was far more skilled in anything that involved using her tactical mind .

And squashing the Changeling swarm shouldn't be much of a problem for her . _Chrysalis , your out matched you and your entire collection of hives ! , in fact one of my allies could easily squash the badlands ! , I'll have to deal with that and I know just the ally to do that _ thought Celestia .

Just before Prince Iron Skull leaving an idea popped into her head . "Prince Iron Skull , a word" commanded Celestia . "yes what is it my Empress" said Iron Skull .

" I want you to attack the badlands , the home location of the entire changeling hive , be very aware that there is more than just one ! , there is an entire collection of them ! , which is why I want not just you but Raven Fire as well to hit the badlands , while myself and the rest of the allies go and reinforce Dodge Junction" said Celestia .

"Sounds fair , my army will squash those pitiful bugs , they have NO hope against Das Skullzer Reich ! They have NO chance against Prince Iron Skull!" said Iron Skull proudly .

"Good then , you have your orders I expect results and NOT excuses" said Celestia with a glare . "Understood my Empress" replied Iron Skull . And so the war begins in earnest ! A war that will span through the ages !

_Soon I will secure my position as Princess ? No that won't do . Empress ? , yes that's perfect a perfect title for a ruler of an empire . Empress Celestia , it does have a ring to it _ thought Celestia .

In fact she may have the title but she must look the part as well . A few hours later she was wearing a new crown with three jewels along with three necklaces on her side underneath her belly .

_Oh this looks gorgeous on me …in fact the title of Empress really suits me and it should make me a better ruler on the throne , now to find out how in name of the sun to crush the Changeling Swarm and the New Lunar Republic _ thought Celestia .

The now solar 'Empress' had thought back to talking to Prince Iron Skull of Das Skullzer Reich attacking Chrysalis

_I know Das Skullzer Reich is more evil then how I rule … well no matter , in fact I'll have a few things planed out … all I have to do is wait and then make my move once I have more information about how the changelings function and how they work … however what I don't know is that what Chrysalis is up to _ thought Celestia .

Little did the solar empress know is that her allies are going to do her dirty work for her , and all the while she gains information on the changelings .

_What I do know for sure is that #1 the changelings move quick , however Chrysalis and her 'co' ruler King Metamorphosis are moving against me already they took Fillydelphia and Ponyville , and are going to move to take Dodge Junction … NO , don't think like that Celestia , you are in control of this situation since when did two changeling rulers push you around ? , NEVER! , hang on a second there is another thing that I do know as well , why would the changelings also function as one hive , they also tend to talk to each other across great distances via the mind , not to mention is that also they tend to not use any kind of external communication such as radios or any kind of magic _ thought Celestia . The solar empress was in deep thought about how the changelings function and how to beat them at there own game and how to crush them .

**Location : Fillydelphia **

Queen Chrysalis and the other queens and king were doing normal things , in fact Queen Penumbra was also working on a few other ideas until something crossed her mind .

_Hang on , there is something about going to Earth , if we go there we may have to change to there kind in order to blend in , that way there 'government' won't catch us and do Chrysalis knows what to us who ever it is on Earth that we are looking for , we should grab and have that human who he or she maybe lead our navy , sure we've talked about it but it might take a while to do that _thought Penumbra .

A few hours later Queen Heart song told everyling that the spell was almost ready , just one more day and the spell would be ready to cast .

The other queens were trying out new transformation spells on them so they would look like humans , it would hide there changeling wings and horns and only use there fur as skins . One thing was certain for the changeling queens and king Metamorphosis .

The changeling king was staring out the window thinking on a few things . _I wonder what kind of human male I would look like , on earth chrysalis said that there was no magic and no wings so it would seem pointless to not change . Wait a second , there is one other thing that I think I know is that one , the human race had a lot of wars ones like the American Revolution , the Civil War , the Cold War , World War I , and World War II so they know a lot more about war than any of us do , we just won the first the two battles by shear numbers alone and coordination I doubt we would get lucky again like that _thought Metamorphosis .

Hours later Chrysalis entered the ktichen and saw her mate and co ruler staring out the window , becoming concerned she walked over to him . "my love ? , what's wrong?" asked Chrysalis conerned . "Well , it's just we won the first two battles with numbers and coordination alone , and by going after Dodge Junction , I just don't know if we could win this battle alone" said Metamorphosis .

Chrysalis sat in a chair next to him and put a hoof on his shoulder . "We can win this , we just need to work together and we aren't the only ones in this war , every other changeling ruler is going to be fighting this war together , we aren't the only ones" said Chrysalis . With a small smile on the changeling king he gave his wife and co ruler a hug and kiss .

"Thanks , sometimes I tend to doubt myself , but you saw all the other allies of the solar empire , and thinking back to this battle here I thought we were going to loose but we pulled through but Celestia dropping that filly it really scared me to death to see that up close , I never thought she would be capable of such a thing" admitted Metamorphosis .

"I saw it too, and it's the same with me apparently she is capable of such a thing , trust me Metamorphosis she is going to pay with her life you know that's what we have to do to bring some kind of stability to Equestria" said Chrysalis . "Alright then , when do we leave for earth?" asked Metamorphosis .

"I'd say tomorrow , that way we can locate our human but the first thing is first we have to secure a house on earth and begin searching weather it be a guy or a girl it matters not , as long as they have A: some form of strategy in video games or military training , then that's all that should matter at the moment" said Chrysalis .

"Sounds fair to me , tomorrow we all leave for earth , disguised as humans and only rely on our weapons to see us through" said Metamorphosis . "That's a good idea , we can't rely on magic to do everything for us , we have to rely on our weapons" added Vespa . And with that said , everything was set the trip to earth and the look for a human to help them lead there navy in this war ! , and victory over Celestia !


	7. Chapter 7

Chapter 7 The Battle for Dodge Junction , The Second Battle for Ponyville the Second Battle for Fillydelphia and the Second Battle for the Badlands

**Location : Fillydelphia **

Queen Heart song told everyling that the spell was ready to cast , however there was slight problem ,she looked out her window and saw an entire solar army marching towards Fillydelphia . _Oh great , and just when I was going to cast this spell !, alright time for a change of plans _ thought Heart song .

She alerted Chrysalis and Metamorphosis along with the other queens who alerted there drones who changed from normal ponies to there true form . They all grabbed there weapons and alerted the tanks and fighter jets back in the badlands to be ready for a fight . "My queen , all troops are ready !" said the changeling commander .

"Excellent , I think it's time that we show them how we do things!" said Chrysalis with a menacing smile . Quickly the civilians all scrambled back into there homes , others quickly got out of Fillydelphia and got to safety as some of the changelings were helping with the evacuation . Others stood firm and were ready to defend the city once again . But this time Chrysalis was ready , this whole time she was here , she was reinforcing her army with everything from the badlands .

**Location : Ponyville **

King Morphosis soon heard the marching hooves of solar troops already headed towards Ponyville . _I didn't count for that ! , fine then that gave me some time to alert my forces !. "to all changeling units this is King Morphosis , it's time we show them what we can do ! , alert all tanks and fighter jets!" commanded King Morphosis . _

The so called 'population boost' that Princess Twilight saw , she saw the ponies change from there disguises and into millions if not billions of changelings all at once queens and a few kings included .

_Oh my word , this must be there main bulk , they are going to have quite a tough time _ thought Twilight . What King Morphosis saw was not the solar army but the army of the Fillyppine Empire lead by Emperor Great Sun . _This is unexpected ! , but no matter I came prepared for such a thing like this _ thought the changeling king .

"Ah you must be King Morphosis , I have heard of you but by order of Celestia of the Solar Empire your going to have to die!" said Great Sun . "You'll find me hard to kill Emperor of the Fillyppine Empire !" Snarled Morphosis .

"**FOR THE CHANGELING SWARM CRUSH THEM!" **shouted Morphosis . Quickly his army charged in with weapons drawn , and tanks firing shells . Great sun was surprised at how big the main changeling army was .

"No matter , In the name of the Fillyppine Empire ! **CHARGE!**" Shouted Great Sun . His forces opened fire with shotguns , pistols , grenades , grenade launchers , assault rifles , and sniper rifles . The changeling king was a bit surprised but as the old saying goes , nothing ventured nothing gained .

**Back in Fillydelphia **

Hermane Goering was leading his army from the germane empire , 900,000 strong nearly one million at that . _This will be easy _ he thought . What he didn't count was an entire army standing there ready tanks ready , changelings standing defiantly and ready to defend the city of Fillydelphia . "Ah I see there are no civilians to stop you Queen of the changelings" said Hermane at the head of the Germane army . Soon the rest of his allies later joined him .

Chrysalis was in shock _how in the wide world of the hive do I handle this ? , I have a plan ! , carpet bomb them !_ Thought Chrysalis. _"This is Chrysalis , I need a carpet bombing at my location , take out the allies of the Solar Empire" ordered Chrysalis . _

"_Rodger that , they won't know what hit them" said the pilot _ smirking she saw several B II spirits drop several bombs on the other army . Half the army tried to find what cover they could , but it was no luck the entire army was destroyed , tanks were on fire , ponies were lying on the ground not moving , back with Chrysalis she saw the two bombers head back to base for a reload , in case they were needed . Hermane was in shock and his eyes widened in horror at what he saw, his own ponies not moving corpses mangled , others barely standing tanks battered and disabled .

He shouted to the heavens at what had just happened , but rage and anger boiled inside of him for sometime now . **"This is Hermane of the Germane Empire , I request reinforcements ! , The changeling queen has nearly wiped out my army , repeat I request reinforcements" ** said Hermane into his radio .

Hours later Emperor Rising sun of the Empire of Neighpon , King Parasite of the Ibex Empire , and Raven Fire of the Templar Reich showed up with there armies ranging in the billions . "We heard your call for help , you should have listened to us back at the meeting" said Rising Sun . "I know but this time we can beat her!" growled Hermane . The reinforcements from nearly all of the allies of the solar empire reinforced the Gername Empire's army .

Quickly a medical tent was set up as most of the germane troops were screaming in agony at what had just happened . The other empires took a defensive stance and were ready to hold off the advancing swarm of changelings .

"Hold your ground , DO NOT let these bugs get past you! , it is time we show them just how deadly we can be !" said Emperor Rising Sun. Most of the ponies of the Empire of Neighpon drew thee katana's and readied them at the oncoming swarm of changelings . _Big mistake , gun beats sword anyday _thought Chrysalis . **"OPEN FIRE MY CHANGELINGS !"**shouted Chrysalis .

Quickly the changelings opened fire on the neighponese , in shock Rising sun gave the order to charge . And like a swarm of angry neighponese ponies changeling heads were flying off changeling bodies , green blood ran through the streets of Fillydelphia . In shock and anger , she ordered her co ruler to have the tanks open fire on the neighpnese army .

"At once my love , mess with us we mess with you twice as much" said Metamorphosis . Several changeling SU 76 tanks rolled up along with a few SU 5 tanks and quickly they opened fire on the now charging neighponese army .

A few minutes later more tanks from the changeling swarm rolled onto the scene ones such as the 85B , the SU 100 , the SU 12244 , along with the T1E6 , even the S 51. every single tank opened fire killing more and more troops . However they didn't stop them , more and more came charging those from Ibex empire personally lead by King Parasite himself .

_**Ponyville **_

King Morphosis was holding his own against Emperor Great Sun , however though the main bulk was beginning to push back the army of the Fillyppine empire , in shock and surprise Princess Twilight saw this and obviously , she didn't know what to do all she could see is that Emperor Great Sun was loosing this battle and loosing ground .

_Never in my life have I seen a main bulk of an army push back another maybe back when they invaded Canterlot sometime ago but that was then this is now _ thought Twilight . The lavender alicorn mare was watching the whole thing , forget studying this is more important than some book .

King Morphosis knowing he could win called in for a final push and ordered in his tanks , one tank rolled this was the main battle tank it had two cannons followed by a mini gun mounted on it . _Ah crap_ thought Great Sun .

Quickly the tank opened fire with it's canons shooting two cannon balls straight at the Fillyppine army , most of Great Sun's troops either died upon impact from the cannon balls or they died from something else . Emperor Great Sun , had no choice but to call on reinforcements from his navy . _This isn't what I had in mind _ _I should have won this battle already!_ He thought angrilly .

However this tank that the changelings brought with them had yet one more surprise , it fired several grenades , they exploded taking out more of the fillyppine army . Quickly the changelings heard fillyppine helicopters and raised the tanks canons and opened fired several times taking out there reinforcements .

_BLAST! These changelings are smarter than what Celestia told me ! , using there tanks to take out several of my transport helicopters like that ! , your clever King Morphosis too bad your lucks about to run OUT! _ Thought the Fillyppine Emperor .

King Morphosis saw what was left of the Fillyppine reinforcements and that's when he got an idea ."Alright , lets push them back further and away from Ponyville , now the battle can begin in earnest" said King Morphosis . His troops nodded and opened fire with there mini guns taking out as many as they could .

However this time Emperor Great Sun had enough of these 'games' he ordered his troops to bring out there tanks .

Most of them were old world war I Sherman tanks , raising an eyebrow King Morphosis had his tanks blast at them easily .

The grenade launchers fired several more grenades while the rotary mini gun fired straight at more of the fillyppine army . In the end the emperor of the Fillyppine Empire had ordered a full retreat as the head changeling king was victorious over the second battle of Ponyville

_**Fillydelphia **_

Queen Chrysalis was having some trouble but her tanks were making short work of the neighponese army along with the ibex empire army however she saw the Templar Reich army come up from behind them and had several bombers do a low flyby dropping bombs on the changeling army . _Oh this isn't good , I have to get my father !. _

"_Father I need your help , were loosing here at Fillydelphia , my tanks are the only thing holding back the neighponese , but the army of the Templar Reich is slaughtering my troops I need you to reinforce me and quick!" said Chrysalis . "I'm on my way to your location now , we had just won against the Fillyppine Empire" said King Morphosis . _Quickly Chrysalis saw a Templar Reich soldier , using her magic she ripped him in half . King Metamorphosis , used his magic and was able to rip apart several more soldiers of the Templar Reich .

In but a few hours the main bulk of the changelings arrived . Emperor Rising sun didn't see this coming and neither did Raven Fire but they could barely stand themselves against the combined might of several changeling queens and kings .

"Now my changelings ! , wipe out the neighponese army along with the allies of the solar empire ! , we will NOT allow Fillydelphia to fall back to the solar Empire , these ponies have suffered enough ! , they deserve better" said Morphosis. One thing was for certain that the ponies of Equestria have suffered enough under Celestia's rule .

"_My king and queens the badlands is under attack by someling calling himself Prince Iron Skull of Das Skullzer Reich , as of now we are holding them off via the wall , we don't know how long we can hold them off , hurry!" _.

King Morphosis saw that the battle went quite well . What he was now made aware of was that 1 : Das Skullzer Reich was leading the charge in the badlands , add to the mass slaughter of the Fillyppine army , somehow Celestia is finally getting 'serious' about this war . _It's about time Celestia realizes that we are not simply pushovers in this war , she thinks she can stomp us out like a flame ? , no this flame is going to grow into an inferno and roast anyone that gets in it's way !_thought Morphosis .

He looked on ahead and saw that Queen Chrysalis , Queen Vespa , Queen Song Heart , Queen Universia , Queen Penumbra , Queen Venacia , and King Metamorphosis, Were all locked in heavy combat against the armies of the Empire of Neighpon and the Templar Reich, thinking fast he personally lead the charge into the fray armed with his M 4 assault rifle and his M1911 pistol .

He got off a few shots at the neighponese samurai that charged in sword clutched in mouth . "I take it Chrysalis that things didn't go as planned?" asked Morphosis .

"No father , this army took us by surprise , but we were ready in fact I have a funny feeling that Celestia did this so she could better secure the city of Dodge Junction . "Right , take back the two cities and bring them back into the fold of the Solar Empire" said Morphosis . He shot another Templar soldier in the head with his pistol . King Metamorphosis soon heard the call back in the badlands and quickly got an idea in his mind .

"My love , if we can split up our forces half goes to the badlands and deals with Prince Iron Skull there , we could wrap things up here" suggested Metamorphosis . "That's not a bad idea , take as many troops as you can , and quickly hurry! , me and father can hold things here" said Chrysalis . Quickly he rounded up as many troops as he could and quickly took off towards the badlands as fast as he could .

_**Location : The Badlands **_

The changeling wall was holding , changeling tanks were deployed all throughout the ground level ready to blast any Skullzer Reich ponies that got through . A few hours later the forces from Fillydelphia arrived through the back gates .

"Alright , be ready to deploy fighters , we have to push them back as quick as possible , we soon make for Dodge Junction we are going to show Celestia just how deadly a changeling can be when backed into a corner" said Metamorphosis . Already Red Tribe , Princess Cocoon , Princess Ivry Swarm , princess Amanita , Dark Song , Princess Aurelia , and Carapace were holding the line .

_Thank the gods that my children know how to fight _ thought Metamorphosis . Quickly he saw something go over his head and what he saw shocked him ! , it was an air ship with the wonderbolts , flying out of it and linking up with the forces of Iron Skull . Raising an eyebrow he realized that the wonderbolts were lead by Spitfire and Soarin one of the best stunt fliers . That's when he also spotted Princess Larva directing troops to cover the entire wall of the badlands . _Well at least there really isn't much I could do at the moment … hold on a sec my forces do need medical attention , the doctors have that covered _ thought Metamorphosis . Quickly he realized something , someling was trying to blast throught wall with magic ! It had to be Celestia ! , no doubt about that . He quickly reloaded his weapons and readied himself for a fight . Finally the wall came down and in stepped someling he never heard of before . King Metamorphosis raised an eyebrow at what he saw before him , this wasn't Celestia , this was someone that King Metamorphosis met before . "Ah you must be King Metamorphosis of the changelings , I am Brajira of Das Skullzer Reich and you my changeling king are going down" said Brajira . "I think not Brajira ! , you have no chance against me" shot back Metamorphosis .

"Then lets find out shall we" said Brajira . He ignited his horn and fired a black magical blast at the changeling king , quickl he teleported and fired his revolver at the pony . Brajira put up a shield to block the incoming bullets . "This is pathetic of you , using a gun to take me down! , no weapons only magic" said Brajira .

"Fine with me" said Metamorphosis putting his weapons on the ground should he need them . He ran towards Brajira and at that point he teleported then ignited his horn again and fired several shots of changeling magic at him , surprised Brajira jumped out of the way to dodge the first two only for the last one to strike him in the head .

He was flown a back a bit on his hooves , in shock Brajira ingited his horn and fired his own magic at the changeling king , he dodged it by rolling away from it and fired several more shots of magic at the Brajira . "Your good Changeling King , but not good enough to beat me!" he said . He ignited his horn and aimed it at Metamorphosis .

"Oh really ? , I'd say your screwed" said Metamorphosis . "We have all of our tanks aimed at you ! , you should surrender" . "Do you know who I am ?! , I am Brajira leader of Das Skullzer Reich , I wield power , power beyond your pathetic understanding in fact no one and NOT a single bug is going to bring me down this easily" said Brajira angirly .

"Oh? Is that so? , well then your screwed" said Metamorphosis . He got up on his hooves and aimed his horn and ignited it a bright green and fired a strong enough beam to burn a big enough hole straight through the talking 'leader' hoping that it would kill him .

He screamed in agony as the strong changeling magic was working it's way through his body killing every single organ in him . Quickly he threw one of his own soldiers to take the blunt force while he escaped with his life .

_And I almost had hm! … well no matter , the tanks are handling mostly the troops that get over the wall and the troops behind the wall are dealing with who ever does get over the wall , ah crap , now we have troops pouring through the hole made by that pony or what ever he is _ thought Metamorphosis .

He picked up his weapons , and lead the charge with the reserve changeling drones who opened fire . Hours later the forces lead by Prince Iron Skull began to pull back but not before Prince Iron Skull himself launched a deadly assault at King Metamorphosis knocking him out .

"the king is hit , get him to the medical wing !" shouted one of the changelings . Quickly several changelings got the changeling king inside the hive and rushed quickly towards the medical wing for treatment and wait until he wakes up .

**Inside King Metamorphosis's Mind **

**Metamorphosis's POV **

I soon awoke on some kind of island , but everything was black I couldn't see a thing all I could see is the trees and the land , the sky was black as was the ocean . _This is weird , I shouldn't concern myself about such things at the moment . _ I thought .

But then again , I was knocked out by Prince Iron skull , that bastard of a pony knocking out a changeling king ! , hopefully I can find some answers here and possibly wake up from this … whatever it is . I figured I'd walk to the left , as I was doing so I saw a shape of what I thought was either a changeling or a pony .

But what I saw was a pony , in the shape of … Nightmare Moon ? What is she doing here ? , "Excuse me who are you?" I called out . The figure turned towards me and revealed herself . I was right it was Nightmare Moon herself .

"Ah you must be King Metamorphosis it's an honor to meet you I am Princess Luna's sister Princess Nightmare Moon if you will , and it seems that you were knocked out by somepony" said Nightmare Moon . "yes I was knocked out by Prince Iron skull of Das Skullzer Reich" I explained . "I see , I shall inform my sister of this and go from there , it is more than likely that you'll wake up soon from this" said the black mare .

"Thanks though , now that I think about it , would it be possible summon things while unconscious ?" I asked curiously. "No , you'd have to be awake to do that , though I don't know the extent of your injuries at the moment" said Nightmare .

"well then , at least you can visit me though" I said with a small smile . "Very well I could do that besides I am currently inside of my sister Princess Starchaser" said Nightmare . "Oh ? , how did that happen?" I asked . "If you were anypony else I would ignore that question , but since you are not I'll tell you" said Nightmare . We both took a seat on a bench that I summoned .

"It was but 1,000 years ago before the both of us were banished , my sister Luna wanted the moon to stay up a while longer however though , her 'sister' at the time Celestia pleaded with her to lower the moon to make way for the dawn , she refused at the time I was staying in Canterlot since I figured that getting away from all the noise would be helpful in my endevours , oh how wrong I was proven , when I heard the argument I figured it had to be Celestia and Luna arguing over such petty things but in fact it was her wanting the moon to stay up"

_**FLASHBACK 1,000**_

Nightmare Moon heard the commotion through the walls of her room . "Ugh , it must be Celestia and my sister arguing over who gets 'dibs' on the bathroom , I swear I am getting sick and tired of it all" said a younger Nightmare Moon as she was reading her favorite book .

She put her bookmark where she was reading and walked over towards her door , opening she could hear both royal canterlot voices blasting down the hallway . _That's odd , why would the both of them use there loudest voices ? I have to check this out _ thought Nightmare Moon .

The black mare walked out of her room and down the hallway and turned down several hallways before reaching the double doors that lead a balcony .

_What in Equestria ? , this is bizarre but I think I can handle this _. Nightmare Moon pushed past the guards and much to her surprise it was Celestia and Luna . "Luna you must lower the moon ! , cause if not then all of Equestria's plants and our own subjects will die!" said Celestia seriously . From what she saw Celestia left in a huff but not before talking to Nightmare .

"Nightmare control your out of control sister , she won't listen to me and frankly I'm done with this situation I'm going to bed" said Celestia and walked off in a huff . Nightmare approached Luna who was just standing there admiring the night that she had crafted for the ponies of Equestria .

"Luna I need you to look at me" said Nightmare softly . The dark blue mare looked up at her sister , with a frown on her face . "I need you to lower the moon , if not for the ponies of Equestria , then do it for me okay" said Nightmare . "Alright I'll do it for you sis" said Luna . Her horn lit up and slowly the moon was beginning to set , however off in a hallway , Celestia was twisting with anger having Luna's 'sister' here in Canterlot .

_She's nothing but a monster , a freak of nature ! , but Luna ? , I can tell the moons not lowering like normal , fine then ! , she's going to regret that , and by the elements of harmony I will do what must be done _ thought Celestia . Celestia galloped at top speed back towards the balcony with a malicious grin on her muzzle . Meanwhile just as the moon was about to set over the horizon Celestia busted down the doors and with a stern glare was in a fighting stance .

"I see you won't listen to me Luna , and you freak of nature of a sister , I think it's time you both spend time on the very moon that you 'love' so much!" said Celestia . In shock Nightmare was hit with a blast of solar magic , knocking her to her side . Luna's horn shut off and she ran towards her sister with tears streaming down her face .

"Celestia how could you ! , that's it ! I've had enough of you ! , it's time you face your own fate!" said Luna while getting up anger clearly in her eyes . "You think you can hurt my sister just because i'm not lowering the moon like you said ! , I won't listen to you!"said Luna angrilly . Her horn lit up in a bright blue and shot a beam of magic straight at Celestia , thankfully her parents were off somewhere enjoying themselves .

Celestia was thrown back through the door way and straight into a wall in the very hall way that the balcony would exit from . Groaning Nightmare was able to getup and get to her hooves . _Celestia did that ? , normally she wouldn't attack anypony but she did attack me ! And from the looks of it Luna is going after her ! _Thought Nightmare Moon .

After her vision returned she could hear blasts of magic , quickly she teleported right to where the throne room was , after going through the door what she saw horrified her , Celestia was on the attack with Luna defending as best she could .

Angered Nightmare summoned her armor and leeped to defend her sister . "Oh so finally the freak of nature shows up! , what a surpise , it's about time I remove you from the face of Equestria and from my sight you filth!" spat Celestia.

This time her horn light as bright as the sun it's self and so Nightmare saw a vortex aimed right at Luna and she was pulled in as the gravitational force was too strong to either teleport nor fly . And soon she was gone trapped inside of Luna .

At that point Luna's rage and jelousy took hold and she began to transform into her sister , but inside Nightmare pleaded with her sister as Luna's emotions took hold of her as well . "I am no longer your 'sister' Luna I am known as **NIGHTMARE MOON **and the night shall last forever!" said the now black mare Nightmare Moon .

Horrified the evil Nightmare Moon blasted a hole in the ceiling of the castle and took off , Celestia gave chase , finally one carefully placed shot of magic shot Celestia down and crashing into the room where the elements were kept . Celestia summoned the elements and shot back into the sky where the evil Nightmare Moon made her stand .

"Don't make me do this sister" said Celestia in a warning tone . "Do you think I care ? , ponies don't love my nights , they don't watch the beautiful stars and constellations that I as princess craft for them!" spat Nightmare .

Both alicorns made there stand , the evil side of Luna fired her blast of magic aimed right at Celetia again . On the other end Celestia harnessed the elements of harmony and fired one single shot as her intent was to banish the both of them for eternity but instead the elements had a different idea in mind . Both beams collided but Luna's was being pushed back until she was finally sealed away in the moon forever . Well more like 1,000 years trapped on the moon .

_**FLASHBACK END **_

_**PRESENT TIME **_

"From there me and my sister Luna hatched a plan to start what is now being called 'The Second Lunar Rebellion' , on top of that I also had to keep her calm , the mare was going nuts and with out the guidance of my parents to help her I did what I could was either sing to her or just talk to her . She did calm down and we were able to hatch a plan right under her little white nose" said Nightmare .

I was surprised but I was also I shock that Celestia would do that calling Luna's sister a freak of nature . "Nightmare , just know that we have your back and should she get to you again , block her out" I said . "Thanks" replied Nightmare . Eventually I was told that I was waking up , and was soon to be in the waking world

**Real world **

I soon awoke and saw my love Chrysalis at my bed side worried sick about me . "I'm glad your okay , Metamorphosis , I heard from my father that Iron Skull knocked you out good ! , he won't get away with this ! , i'll make sure of that of this I swear on my life" said Chrysalis .

"Thanks , and once I'm cleared I'm going to give that Prince Iron skull a couple pieces of my mind and then some" I said . "well you were knocked out badly but , I'm sure you can recover from this , tomorrow you'll be free to go" she said . And just like she said I was released from the medical wing and this time I had to train , I had to do something in order to be ready for such a fight .

"My love , I think it's time that I help out , I think it's time we take the fight to Dodge Junction where they are staying , where they have the civilians rounded and doing who knows what to them" I said . "Alright , I'll check in on my two fellow queens" said Chrysalis . With that said she found a mirror and soon the images of the queens shimmered into view . "Queen Sarracenia , Queen Ambrosia report!" said Chrysalis sternly .

"It's bad , the solar forces are headed right this way , they figurd out that we were spying on them and are sending a patrol or something to find us and kill us" said Queen Ambrosia in a panic . Chrysalis was shocked but kept cool , "Alright , fall back to fillydelphia and be quick about it ! If they do find you then we will lead the charge against them and cover your retreat" .

"Fine with us Queen Ambrosia out" said Ambrosia . **"copy that , and hurry! Queen Chrysalis out" **. With that said the images of both queens shimmered out of view only leaving the reflections of Chrysalis and Metamorphosis . "So now what ?" asked Metamorphosis .

"Now we rally the troops and we march as one towards Dodge Junction , tanks right behind us" said Chrysalis . "Very well , we'll have to lay out an attack plan and go from there" said Metamorphosis thinking a few things over . "Very well , I'll check on the status of the navy" said Chrysalis . A few hours later Chrysalis was very pleased to finally hear from Penumbra that the navy is almost ready and some of the fighters and shuttles are being shipped to space with the command crew and officers . "Excellent , Celestia won't know what hit her" said Chrysalis with a smirk on her muzzle . "Good then , I think it's high time we kick this next battle into gear" said Penumbra .

"I couldn't agree , however though , the spell that is going to take us to earth might have to wait" said Chrysalis . "Very well then" agreed Penumbra . With that said Chrysalis told Heart Song that the trip to Earth might have to be postponed until after the battle of Dodge Junction . So Heart Strong was able to put off the spell for awhile till it WAS time .

_**War room **_

_**Main changeling hive **_

All the queens and kings had gathered to discuss an attack plan for dodge junction. "Alright , we know that the town is walled off , so what we are going to need is something to ram said wall down then the army pours in and begins to slaughter any and all solar troops and anyone else an ally of the solar empire , Now Queen Grailin is going to lead the first army , Queen Lacera will follow with the tanks , Queen Nyinx will have all air support , Queen Magnolia will back upeveryling with bomber support , while Queen Silver wing leads the charge , myself and the other kings and queens and the princes and princesses will follow suit with several tactical strikes against there army base , air force base and there Naval yard if possible" said Chrysalis .

"That's right myself , King Metamorpho Queen Kitistraza , and Queen Isis along with King's Gerim and King Deception will be in charge of several tactical squads , we need this to work , first in order to get the wall down we are going to need something that the solar empire uses a catapult if you will , this will be the only time that we use them in sieges but I have a better idea than that , we run charges along the base of said wall in the night , and when the time is right we blow up a section of wall and surprise them" said King Morphosis .

Queen Imago simply listened in what she could do until she had an idea . "That's right Quee Imago your going to be leading the navy until Chrysalis can find us a human who can lead the navy but you will be in charge of it" added King Metamorphosis . "Very well I take it that our ships are ready for combat?" asked Imago .

"yes , we have a fleet ready under your command" said King Deception . "Most excellent , I'll depart immediately" said Imago . She turned around and headed straight for Fillydelphia knowing what to do . A few hours later the army and air force was more than mobolized and ready for one more battle .

_**Location : Miles away from Dodge Junction **_

Queen Sarracencia and Queen Ambrosia were running as fast as they could , they were miles out of Dodge Junction that is until they saw an army awaiting for them . "Chrysalis , they did find us but not before we blinded them and took off as fast as we could' said Ambrosia . "I see , what was it like inside?" asked Chrysalis .

"It's bad , the ponies there are being treated like slaves , the fillies and colts are forced to watch there mothers beaten and raped right in front of them , the fathers are put to work doing who knows what , and the soldiers enjoy doing what they do , we are dealing with more than just a simple tyrant , we are dealing with a tyrannical empire who just loves to hurt there own subjects and revel in there own pain , by the time Celestia found out , she sent Shinning Armor after us , by the time they found our house they smashed down the door and were going to do something to us , we were able to blind them with our magic and escape through the window , now they are going to be expecting us" said Ambrosia .

"Very well then , tonight we make for Dodge Junction ! , and tonight we rescue the slaves , get them to safety before we do anything else" said Chrysalis angered . If there is one thing you DON'T do is you don't anger the queen of the changelings . "At once Chrysalis" said Ambrosia . Both queens left her sight , however she had a plan and this time she was going to make Celestia pay! . "Father , once the moon rises , we move" said Chrysalis .

"I know my daughter I heard you loud and clear" said King Morphosis . _My daughter can be tough at times but when it comes to such things as war ? , she's impossible that unless your a changeling or her father then your lucky _ thought the king of all changelings .

_**Later that Night **_

Chrysalis and the entire changeling army had moved from the badlands , to now just mere miles outside of the now locked down Dodge Junction . "This is it my changelings , it is time we crush them **FOR THE CHANGELING SWARM !"**Shouted Chrysalis . With that said the entire army moved like a cloud of darkness .

The bombs were set mere minutes before and once King Gerim pressed the button several explosions went off blowing the entire wall down . The entire army of the solar empire and it's allies were taken by surprise , several queens freed as many ponies as they could and told them to get to saftey of Fillydelphia , they would be safe there.

Quickly they grabbed what they could and made a bolt for it . Most made it but more and more of the civlians that were freed were shot on sight by several solar guards . Angered by this King Morphosis and his troops told the ponies to keep running as they dealt with the guards firing there blasters at them .

Meanwhile Shining Armor Empress Celestia , Emperor Great Sun and Emperor Rising Sun were able to hold off most of the changeling army but it wasn't enough several more were converging on there location , General KGB had an idea , he ordered his troops to create a defense wall while they made there escape back towards Canterlot . But from afar King Parasite of the Ibex empire watch it all happen .

_How foolish of you Celestia , you had no idea that they would take the fight to you ! , just like with the New lunar republic , you always underestimate your opponents and it always leads to your downfall , will you ever learn_ thought Parasite as he and his army of 90,000 troops turned and headed back to the far outskirts of Equestria , meanwhile Celestia Shining Armor and both emperor's of the Fillyppine Empire and the Empire of Neighpon were in shock about what happened .

"I didn't expect Chrysalis to take the fight to us , here I thought they would surrender , but this ? This I didn't expect she's more skilled than I thought , no matter this was but an experiment and it worked" said Celestia."Um Princess I'm a bit confused here' said Shinning Armor .

"Captain Armor , this was a test for us to divide and try and take them out , and apparently the results didn't go in our favor , but no matter I have a plan we are going to take back Dodge Junction and when we do , we are going to execute every single one of those changelings and use there bodies for … another experiment" said Celestia .

"Ah I see , and how soon do you want to start on this 'project' of yours?" asked Shinning Armor curiously . "As soon as we can acquire some willing test subjects" said the solar empress cryptically . "Very well but they have the badlands locked down tight , it's next to impossible to get through" pointed out Shinning . "I"m well aware of that , in which I have a few means of acquiring a few wiling test subjects to use in my experiment" said Celestia .

Soon two members of the solar royal family latter joined both Celestia and Shining Armor , Prince Odin and Princess Aurora Dawn. "Aw Princess Aurora Dawn and Prince Odin , to what do I owe the pleasure of this visit?" asked Celestia . "We had just found out that Dodge Junction was taken by the changelings , once our armies are ready , we are going to help take it back" said Prince Odin .

"Very well , and this time Chrysalis and the Changeling Swarm is going to pay …. BIG time" said Celestia with a smile on her muzzle . "Very well , my Empress I can rally as many troops as possible and join in this fight" said Shinning Armor .

"That would be a good idea , and bring along with you as many walkers as you can get , fighters included I have a funny feeling that once we have the forces that we need we can march and take back Dodge Junction" said Princess Aurora Dawn . "That wouldn't be a bad idea , and I'll have to check in with Twilight to see how the construction of the navy is going" said Celestia .

_The changelings are putting up stiff resistance something I've never seen before , but with Luna that's to be expected ! , I haven't heard nor seen any lunar actvtity since the battle for Manehatten and now I hear that the cities are cheering for the New Lunar Republic ? , I don't think so and it's time for that secret project that I have been working on for sometime _thought Celestia .

_**Location : Unknown **_

Celestia met with a scientist who is one crazy stallion his name ? Dr. Beeker . "Doctor , I take it that the nuclear missiles are ready?" asked Celestia . "Almost , we still have to run a few more tests and setup a few more silos in several more mountain ranges" said Beaker .

"Very well , make it happen cause soon I plan to use those missiles to take out nearly every single city on this pathetic nation" said Celestia . "Of course my empress" said Doctor Beaker .

He was a white stallion with red eyes , a black mane and tail and had a cutie mark in the shape of a beaker and his coat was grey . _Oh Celestia your going to like this ! , once these missiles are ready , we are going wreck carnage across the land!_ Thought Doctor Beaker . He went back to his work and was barking orders to the others to get back to work or else .

_**Location : Throne Room **_

_Those Useless allies of mine , sure they held the line but they were out flanked from all sides , surrounded , I barely had a chance to escape as did Shinning Armor ! , the other leaders escaped as well ! , but how in the world is Chrysalis getting this information even before I can move my troops to secure a city ! … ah you sneaky bug queen your spying on me arent you ! , how very cleaver of you soon your luck is about to run out ! _ Thought Celestia .

She was going over some paper work to setup a new lab underground . But it would have fresh air being pumped in from the outside . A few hours later everything was setup in this new lab . _Using changelings as our own personal forms of entertainment , mere slaves ! , it will take awhile for this to work but it will ! Oh I assure you it will work _ thought Celestia . She soon spotted Royal Ribbon watching solar wind working on her lightsaber practice_ . And I'll have them ready for the battle on the moon , Luna you have no idea as to what I have in store for you! _ .

_**Location : Dodge Junction **_

Chrysalis and the rest of the changeling Kings and Queens were celebrating as a new wall was being constructed only this time . It was going to be reinforced with titanium poly alloy , almost stronger than any other metal they have .

Several changeling construction drones were tired , however they kept working to get the new wall built , a few hours later it was built and the entire town of Dodge Junction was secured and the ponies of said town were let back in , back to enjoy there now secure lives , secure and safe from the tyranny of Celestia and the Solar Empire . _At least now I can finally have Queen Strong Heart cast the spell for our trip to the human world _ thought Chrysalis . She later asked Strong Heart to cast the spell tomorrow as there trip to the human world was no longer postponed . _Next stop the human world , and a new leader for our navy !_ Thought Chrysalis .

_**A/n: sorry this took so long , but now I'm involved with my dad's practice and I'm learning so much just by jamming with them , other than that I'll be working on the next chapter , and trust me your all in for quite an experience . **_


	8. Chapter 8

Chapter 8 the Journey to Earth

_**Location : Dodge Junction **_

Queen Chrysalis , Queen Universia , Queen Vespa , Queen Penumbra , Queen Saracenia , and Queen Ambrosia were ready for there trip to earth . "I take it that you are all ready?" asked Queen Heart Song . They all nodded and she found empty part of a house and casted the spell , a portal appeared . "Go I'll have several guards guard the portal to make sure that the solar empire doesn't follow you through" said Heart song.

Quickly Chrysalis and the others went through the portal , that was when Heart song ordered several guards to guard the entrance and the portal it's self . _One thing that I love about this is that I don't have a whole lot execpt just managing a few things here and there _ thought Heart song .

_**Planet : Earth **_

_**Country : North America **_

_**State : Washington **_

The portal opened in an unknown location as several changelings now turned human tumbled out of the portal . "Alright lets get ourselves untangled and begin to search for a willing human to help us in this war" said Chrysalis who wore some jeans , a black cap and a black sweater .

Everyone else was wearing red or black clothes as well . They soon got up and the portal shrank until Queen Heart song would be able to cast the spell once again .

The first thing that they did was secure an abandoned house that no one was living in . A few hours later they got everything unpacked as there 'bits' was turned into human money . "Alright here it is , the first thing we should do is try and blend in and look for anyling that has military or gaming experience , preferably navy experience" said Chrysalis . " Would we have to change our names as well?" asked Ambrosia .

"You bring up a good point , which is why we should change our names to blend easier , once we have our names changed we should also probably change our appearances as well but we should be careful with our magic here , as the human relies on technology as there magic , trust me on this" said Chrysalis .

Everyone headed to there rooms and began to unpack while Chysalis was able to setup a communications setup in a spare room which would be the communications room , a few hours later once everything was setup and online Chrysalis forgot one important person her husband _ blast , he didn't show up ! , it's not like I could just rush back and grab him ! , we can manage just fine though , and he will have a lot on his plate as will we_ thought Chrysalis .

_Perhaps this is for the best , besides me and my fellow queens can have this wrapped up. _She soon headed back to her room and began to unpack her own clothes that she would be wearing . She got a look in the mirror as she would be rather 'attractive' towards human men . Once she had everything unpacked .

Chrysalis and the other queens headed down into the living room , all the windows were boarded up long before they got there . "Alright , so here it is we are going to get jobs ones either in the military , gaming , weather , construction , fast food restaurants , news , Police /SWAT, and even grocery stores" explained Chrysalis . "In order to better blend in , we would have to learn there language as well" added Universia.

"That's right , I almost forgot that , you all know what wehave to do , we have to change our names , our appearances , learn there language which is English , and even act like they would" said Chrysalis . No one dared argue with Chrysalis , besides she knows what she's doing . "and one other thing , we should also have what they call 'drivers licenses' so we can get to our job's and NOT be late all the time" said Vespa.

"again your right , so starting tomorrow we will all become new changelings or in this case people and find our human , either a male or female , it matters not to me as long they have experience in the navy or at least in gaming" said Chrysalis . With that said they went about since it was a bit hard on them to walk on only two legs but they did manage . Because tomorrow they were going to change !

_**Location : Equiss , Dodge Junction **_

King Metamorphosis along with the rest of the other changeling rulers , were finalizing a few things for the military things such as , new walls , turrets , defense shields , and planetary shields that way the solar empire can't bombard them from space . While that was going on , King Morphosis was looking over a few things concerning the citizens of Dodge Junction and how to best improve there lives.

_I could have a few things built such as a spa of some kind , along with a school and playground , and maybe show them that we can help , just like we did with the ponies of Fillydelphia , case I do have Queen Grailin and King Dececption covering there and King Gerim and Queen Imago covering Ponyville and Queen Silverwing along with King Metamorph covering the badlands _thought Morphosis . He sighed knowing that his daughter is just fine with her friends on the human planet earth .

_They were beaten , raped , fathers forced to work in mines , and children forced to watch there mothers were beaten and raped RIGHT in front of them , and not to mention said children also working in factories building things for the solar empire !It just brings my blood to a boil hearing such things from those fillies and colts like that !. _The head changeling king sighed , he looked over towards Queen Heart Song who was already asleep while the changeling guards simply stood there stiff as statues .

_At least the portal is well guarded , but what about the outside ? , I'll have to post guards to make sure that the outside is well guarded and the inside well defended!_. A few hours late , King Morphosis decided to check in on his daughter to make sure that everything was going on well . He got on his communications station and dialed Chrysalis in _This is surprising she's in the state of Washington? Of course that would make sense since there are portals connecting Equestria to Earth it's just a matter of time finding them _thought the head changeling king. And he later got an image of a humanized Queen Chrysalis which surprised him .

_**King Morphosis : Chrysalis my daughter , are you all okay? **_

**Chrysalis : I'm fine , in fact noling even bothered us , they didn't notice the portal and another thing , we found an abandoned house which should help us , we have to well blend into this human race so we can find who we are looking for **

_**King Morphosis : That would make sense , just don't mention us of that I am asking you as your father , but anyway onto more important business , who would you be looking for will it be a male or female ? **_

**Chrysalis : All of us are working on who we should be looking for , mostly the criteria would be like navy training ,training such as fleet command , weapons training or at the very least , RTS gaming , however we will have to get jobs , change our names , our appearances and so on. **

_**King Morphosis : that makes sense after all ,so anyway here it is , we have the house locked down tight and well defended with turrets setup , and guards deployed through out the entire house there is no way on this planet that Celestia is going to try and get through this **_

**Chrysalis : with me and my fellow queens gone , then she could very well do so , break in and slaughter everyling , we can have this operation wrapped up soon , we just don't know when **

_**King Morphosis : Makes sense , in the meantime I'll be setting up all of you bank accounts at this Credit Union Bank , and you and your friends just take it from there, as each account will be in your names , one other thing though I'm going to be seeking out Prince Obsidian and see if he can seek out other allies beyond Equestria , and if that does happen we can then work with them to build up there military and go from there **_

**Chrysalis : Alright then , best of luck father did you check in with The New Lunar Repblic ? **

_**King Morphosis : Not as of yet , but I will soon . **_

_**Chrysalis : Good , cause they are our ally and besides , I take you have sent a changeling commander or sargent to help train there troops ? **_

**King Morphosis : I have , and I hope to hear back from him soon . **

_**Chrysalis : I have to go father , we have to go about blending in**_

**King Morphosis : Alright , best of luck my daughter . **

_**Chrysalis : You too father , and be very careful as these are very dark times here in Equestria . **_

**King Morphosis : Indeed goodbye**

_**Chrysalis : Farewell father **_

Chrysalis's image faded as King Morphosis went back to work , checking in on the other kings and queens spread through out all Equestria or in this case the cities that they have taken from the solar empire . Hours later , King Morphosis looked out his window and saw what shocked him , the solar Empire was on it's way !. "My king , it is as I had feared , the Solar Empire is marching towards here to Dodge Junction and without Queen Chysalis and the others to help lead us we are doomed!" he said frantically.

"Do not worry, my daughter is dealing with a few things ! , what do I look like ? Chopped liver ?! , I think not my drone , in fact I think it's time that we rally the army in hopes of holding them off , what's the status on the air force bases?" asked King Morphosis .

"There built and there stocking fighters as we speak , the army bases are ready to mobolize , my king" . "Most excellent , Celestia won't know what hit her , get those force fields up" ordered King Morphois s. "Yes my king" . With that said the changeling commander ordered the force fields to be brought online . _Lets see Celestia get through that ! _Thought King Morphosis .

_**Meanwhile Back on Earth **_

Chrysalis and the 'women' as human females call themselves , all had changed there appearances , some they had white skin with either dark brown hair , blond hair , or black hair , they had changed there names as well .

For Chrysalis it was Chryssie , for Penumbra it was Penny , for Sarracenia it was Sarah , for Vespa it was Renee , for Unversia it was Brittany , and for Ambrosia her name was Paris . Chryssie , Penny , Sarah, Renee, Brittany and Paris all agreed that some clothes shopping would be in order but since they didn't have any transportation nor any money that would a be a problem . "We need a human male to lend us a hand in doing such a task as shopping" said Chryssie .

"I agree but who?" asked Brittany. "I'm not sure I guess whoever that would be kind enough to help us" said Sarah . "Fine with me , just as long as get what we need accomplished" stated Renee sternly . " Well okay as long as everything goes to plan we shouldn't have a problem" said Brittany quietly . "Alright , when we are outside this home we are to call each other by the names that we have chosen for ourselves" said Chryssie .

"that's fine , just as long as we can remember them and not use our changeling names" said Sarah . Chryssie nodded in agreement , _ I only hope that things are going alright back on Equiss _ thought Chrysalis . A few hours later one guy was walking down the streets and spotted something going on inside the abandoned house . _Hmm I wonder what's goin on , that house should be empty no one has lived there in ages , so why now ? _ He thought in question . Ignoring the question he knocked on the door since the windows were boarded shut .

A few hours later the door was opened and someone was greeting him . _Well I wonder who this is ? _ . "Hi there , I'm Brittany and whoa are you?" asked Brittany curiously. "Well I"m Brad and I would like to welcome you to the neighborhood" said Brad . "Oh well thank you , would you like to come inside?"asked Brittany .

"Thanks I would like to , In fact I was just on my way home from practice with my band" he said . He walked inside and already he saw several other women living here with Brittany . "uh Brittany , are these your sisters?" asked Brad .

"Yup , that's Sarah , Penny , Chryssie , Paris and Renee" said Brittany with much pride . "Well I'm Brad it's nice to meet all of you , so anyway I couldn't help but hear that you all need help fitting in with the rest of the human race ? , I think I can help in a few areas" said Brad .

"Oh ? Well that's great , anyway what we need are cars , jobs , and some money" said Chryssie . "I think I can help you all get what you need , first off none of you know how to drive , am I right?" asked Brad getting to the point . "Alright , I'll help you , I have some guys that can teach you all how to drive and get you your drivers licenses".

"That's great , now the next thing job's that's going to be hard to come by since the economy is going down the tubes , most of our jobs are getting shipped over seas to countries like Japan , China , among other countries" he explained .

"Now the next thing you said you all needed was money ? That comes with getting a job , which means you all need job applications , you could get a job on the internet or jst by hunting for something called 'help wanted' , by doing that you have to get an interview and if you answer all there questions then you get the job but if not then that's okay you just keep hunting" .

"That's fair enough , but do we have to register to live in this country ?" asked Chryssie getting to the point . "I think so, which means you have to fill out a bunch of forms of where your from and what planet and what your species is and other things like your birthday , what gender , your height and weight , and medical questions if you take any kind of medication just questions like that" said Brad with a smile. Chryssie nodded in agreement , with what Brad was saying.

_He's right , in order for us to blend in with the rest of humanity , we would have to do what he , but I am worried that the humans here may chase us out if they discover who and what we are and where we are really from _ thought Chryssie in worry . _No Chrysalis , focus on the here and now don't let your fears guide you ! , do what this Brad has suggested to do . _

Meanwhile Brad , Chryssie , Sarah , Renee , Brittany , Penney , and Penney were working on a few forms that Brad had to pickup from several offices . Thankfully though he helped them out , mostly measuring there chests , among other areas . Next came there drivers licensees and that was going to take awhile something that Brad could help teach them as best as he could .

"_he seems like the one for us but he's into music , we need to know more about him as best as we can" said Chrysalis . Penumbra , Sarracenia , Ambrosia , Universia , and Vespa all nodded there heads in agreement . _"Alright with the forms done now comes your drivers licenses and then some clothes , along with some furniture" said Brad. "So Brad , Do you have any training at all?" asked Chryssie suddenly .

"Well I have a bit of training but of what are you asking military training or gaming?" asked Brad confused . "Military training preferably in the navy" said Sarah . "well my brother is in the navy but I'd rather play music , but I do know a few things in RTS games" said Brad .

"_He could be the one but , we need to know more about him" said Chrysalis . _

"Actually , my brother taught me a few things from the naval post graduate academy in California , I don't know what" said Brad with his head low . "That's fine , I'm sure you have family to get home to" said Brittany . "Thanks , I'd better get going" said Brad . Quickly he picked up his guitar and out the door he was and headed home .

"_Something is isn't right here , Brad knows of his brother in the navy , couldn't we get him and have everything wrapped up and be back in Dodge Junction ?" asked Chrysalis . "True , but once we do that , Brad would miss his brother which is why we can't do that , I'm sure there are other officers in the Navy at the rank of captain" said Penumbra . "_

_Alright , it's not like we could just walk onto into a naval shipyard and grab someling , we have to do this in secret ,and add to the fact that there government knows about us , so don't I MEAN don't try anything stupid! , trust me" said Chrysalis sternly. _

"_Alright we get it , so once we are apart of the human race our hunt for a captain in the navy should begin" said Universia . "yes , but in order for that to happen we have to get job's , furniture , and our own means of transportation" said Vespa . _

"_Then it's decided , this house needs cleaning and" said Ambrosia . "Right" first lets get some sleep" said Chrysalis . _They soon headed upstairs and to there separate rooms , with only one room housing there only means of contacting there own kind back in Equestria . Chrysalis took off her shirt and sat at a desk wondering how her father is doing . _Then again , we would need to eat like normal humans in order to pass as normal humans _ thought Chrysalis .

Chrysalis soon got bored of staring at a wall she then got an idea to look under her bed that's when she found something rectangular and heavy but locked . _Hmm I wonder what it is _ thought Chrysalis . She pulled it out but it was carrying something . She set it on her bed and soon opened it . _Odd what's this weird thing some kind of human tech ? _Thought Chrysalis in question . She also spotted a note that's in the hoof or hand writing of Prince Obsidian

_**Dear Queen Chrysalis ,**_

_**No doubt you found a large carrying case the humans here call it a 'laptop' I'm not sure why but there should be what they also call cables , a 'mouse' or a 'touchpad' and a built in 'keyboard' . Now here's the tricky thing , if you open it will have a built in 'LCD or Liquid Crystal Display' monitor , from what one of my human friends told me you plug in a 'power brick' and cable into either an outlet , or into a power strip , along with several 'thumb' sticks I thought it was actual human thumbs being used as drives but when I asked about the little small ports on the side of the computer one of my friends said that it was called 'USB or Universal Serial Bus' so I plugged in what I could and it worked , so here it is , I want you Chrysalis to use it , this laptop has what they call 'Windows 7' on it as this is an Asus , I don't know much more about it so see what you can do and yes before you ask I've been in Equestria for a while so we might run into each other , hopefully sooner rather than later , but moving on from that there is a special program that lets you spy a bit easier on Celestia , I created it myself , anyway you should find , another monitor , a keyboard , and a USB Mouse , plug those in and then turn on the computer it should have a circle with a line going through it , that's the power button. Hopefully I can get to you when I go to visit Earth**_

_**Signed Prince Obsidian **_

Chrysalis set up the computer and plugged in everything and fired it up , the laptop was a black asus laptop with 2 GB of ram , a DVD rom , an ethernet plug , she got out a router and plugged it in along with the smaller brick that she also plugged into the power strip .

_Perfect , so far so good and it has a switch on it _ thought Chrysalis . A few hours later she found the password to be **changeling **rolling her eyes she somehow learned how to type and entered the password correctly displaying the screen of the changeling swarm flag . One thing was for certain she also plugged in the 'webcam' as the letter later called it .

Of course it took the human queens to get there legs under them . Once the computer found the webcam , Chrysalis went on the internet and decided to check on the planet Equiss , preferably the town of Dodge Junction , and was shocked at what she saw the solar army was already on it's way , at least according to a changeling satellite that was launched sometime ago .

_How can this be ? , were gone for who knows how long and this happens ,but hang on a second I see some kind of force field over Dodge Junction , smart thinking father hopefully you can hold them off as long as possible _ thought Chrysalis . She looked over at her computer clock and it read **1:00 PM **she yawned and shut off her computer and turned in for the night .

**Meanwhile back on Equiss in the town of Dodge Junction **

a changeling scout saw the army stop and something surprised him , what he saw is that they were making camp several miles away from Dodge Junction . He quickly told King Morphosis who once told him to get back to the town . "No doubt that Celestia is waiting on Chrysalis and her friends to get back from earth . _Well she's going to be in for a surprise! _Thought King Morphosis . But then an idea came to him , he checked for an update on his army and air force bases he later got word back that they were completed and troops were being trained quicker than anything or anyone . Smiling a toothy smile , he then headed back towards his room where he soon heard from his daughter a few hours later .

_**King Morphosis : Ah my daughter , what news do you bring ? **_

**Chrysalis : well I can tell you this much father , a human by the name of Brad is going to help us blend in with humanity even if that means going and filling out paperwork . **

_**King Morphosis: That's good , well I had just gotten word that the solar Army had stopped several hundred miles from Dodge Junction , and that concerns me I do have my troops on hot standby in case she tries something **_

**Chrysalis : Very well , It's good that your protecting the ponies there in my absence , although I have a really funny feeling that Celestia won't wait around for me to simply show back _up_ , I have a feeling that she may just launch her attack early in forcing me to show myself**

_**King Morphosis : I see , well my forces are ready , and we have installed anti-air defenses should they try to bomb us or spy on us from the air and we are working on a wall for extra defense as well**_

**Chrysalis : That's really good father , Celestia wont expect that anytime too soon **

_**King Morphosis : Your right , and when you do get back I am going to show you just how far the changeling swarm has lept in the ways of technology**_

**Chrysalis : I can't wait , Chrysalis over and out **

**Back on Earth **

Chrysalis had ended the transmission , and a few days later they had all gotten jobs in the police force /SWAT, restaurants , Schools , the Fire department , the FBI , and even the Navy. Chrysalis couldn't be happier working in the navy , with all of the other guys .

_This is it , now then it may take awhile but I'll be keeping in touch with father and give him regular updates , hopefully we can find the human we need _ thought Chrysalis . Chryssie and the others also had cars ones like a Nissan Quest Minivan , a Ford Crown Victoria , a Chevy Trailblazer , a Chevy Pickup truck and a Toyota Truck .

_Wow everything is coming together , we now have what we need to blend in , clothes , food don't ask , furniture and electronics , and oh lets not forget we have made a few friends but no one would qualify for leading our navy they just don't fit the requirements that we have set _ thought Chrysalis . She simply got ready for bed and once her computer was off she turned off her lamp and got some sleep .

_**Location : Equestria , Dodge Junction **_

King Morphosis soon saw a few of the changeling queens had gotten some sleep , he looked over at the door that lead to the room where the portal was and only sighed . _I hope I can hold off the approaching solar army _ thought the head changeling king .

He soon headed towards his room and got into his bed but also closed the door as he did so . He soon closed his eyes ready to face another day in Dodge Junction , however King Morphosis had one thing that the tyrant Celestia didn't , a cause , a reason to fight , and being on the winning side !.

Meanwhile King Metamorphosis decided to stare up at the stars from his window wondering his wife , his love and mate is out there safe from anything and anyling that would hurt her ! . _I hope she's alright , I really do that's why I figured i'd stay behind it seemed fair to help out here in Equestria and keep an eye on things here , should the solar empire try something stupid ! _ Thought King Metamorphosis .

Just before he closed his eyes he saw another changeling appear inside his room , just as the changeling king was to fight the unknown changleing spoke up . "Don't hurt me" he said pleadlingly . "Alright who are you , and speak up before I plunge my horn into your chest" threatened Metamorphosis . "My name is Prince Obsidian , I am the one that's helping you all win this war" said Prince Obsidian . "Well forgive me but how?" asked King Metamorphosis . "That's an easy question to ask , you see I have heard about this war as I was there disguised as a pony

_**Flashback (please refer to Chapter 2 of My Little Pony: The New Lunar Republic) **_

_Prince Obsidian's POV _

_I was the one that heard the beginning of Celestia's speech , but also the betrayal of the elements of Harmony , at that point I also felt the spell of Celestia's magic controlling Twilight like a mindless zombie ! , while there wasn't a thing I could do , what I did see shocked me , she ended there friendship and disowned Spike her 'number one assistant' or so I heard , the point is for me is that there was also Apocalypse , Archangel , Clashing Blade , Luna herself , and even Starchaser , they all teleported in a huge flash of light and was gone but what Celestia did next blew my own mind _

"Find her , find out where they are now and eliminate them , I am initiating protocol Beta Charlie Alpha 2 you know what to do , find anypony that's even connected to this New Lunar Republic and kill them on the spot , do this to ALL Equestria!" ordered Celestia .

"At once Princess , you heard your princess kill anypony that is involved or has any kind of connections to this New Lunar Republic!" ordered Shinning Armor . The guards nodded and started slaughtering ponies that either had connections to the New Lunar Republic or knew Princess Luna .

_That's when I decided to make a bolt for it , but not before a guard noticed me , you see Metamorphosis this isn't a turf war , far from it , it's a war for ALL of Equestria's survival Celestia is the dierese and we along with the New Lunar Republic are the cure but here's what I also saw , blood running through the cobbled path of canterlot and pony bodies dead , it was bad and I feared that I didn't get out of Canterlot soon I would be next _ _, however though I did find an escape route , I had to wait till the moon rose , that's when I made my break for it , I could stand the stench of death no longer ! , I reported the information to your mate Queen Chrysalis _

_**Location : The Badlands **_

**Prince Obsidian's POV **

"I have some information to deliver to Queen Chrysalis" I said . "Sorry but the Queen isn't seeing anyling" said the changeling guard . "It's urgent and it's about Celestia" I said . Rolling his eyes , he informed the queen who told him to let him through . "You can enter , but don't waste her time" he warned . "I won't" I said . I entered the main hive , and there stood before me Queen Chrysalis herself . "What is this information that you bring to me?" she asked getting to the point .

"It's Celestia , it is she who has declared herself a tyrant , Luna is leading the rebellion , build up your military and be ready for a war unlike anything you have fought in before" I said . "Oh and how did this happen?" asked Chrysalis .

"she ordered Captain Shinning Armor to slaughter anyling that is connected to Luna or have anything to do with the New Lunar Republic , that and she has enacted a protocol I think it's Beta Charlie Alpha 2 I don't know what it is , but most likely it has something to do with her sisters Luna and Starchaser" I said seriously . Narrowing her eyes she called up her husband King Metamorphosis , Chrysalis told him everything that I had just said and he nodded .

"Very well , thank you for the information , we will do as you requested" said King Metamorphosis . At that point I left , and to gather blueprints among everything else along with any and all human tech that we changelings would need for this war . "Queen Heart Song I need you to cast a spell , that can take me to another world , a world that is called 'Earth'" I said .

"Well alright , but are you sure?" asked Heart song confused . "yes and lets just say that it's for the future of the changeling swarm" I said . With that said she cast the spell , a portal appeared and I was gone along with the portal .

_**Planet : Earth **_

_**Country : United States **_

_**Continent : North America **_

_**State : Florida **_

I appeared on a beach of some kind , I didn't know where and just like that the portal disappeared quickly as it appeared . Noling was there to see it happen and it was night , but I somehow ran into a problem with the law . A cop picked me up and drove me in what I could tell was a metal carriage and off we were towards a building , but I was in what he called handcuffs .

I didn't do anything wrong , or so I had thought . "Son , I know your not from around here , but listen the beaches are closed so NO one is supposed to be there and you are charged with trespassing" he said . _Trespassing ? I only appeared on there so how would I know that _ I thought confused .

"I wasn't aware of such a thing , I only appeared there and yet I didn't even know" I said honestly . "Alright , but DON'T let me catch you trespassing again young man" he said sternly . "yes sir" I said . And with that said I was what he called 'free to go' , quickly I found an abandoned house and began to setup a few things from with in the closet that housed everything that I needed . _I guess someling forgot to take there stuff there loss , my gain_ I thought .

I quickly learned how to operate my new body once I had everything set up , the house was dusty and smelling , that's when I discovered a few things that it hadn't been cleaned , among the dishes not being done , and beer cans littered the downstairs basement and it stunk of something unknown .

I quickly cleaned it up and found a dead body , he was holding something in his hand it appeared to be some kind metal object that had a hole in it and a trigger . In his other hand he had a can of the same thing that I had smelled . _Odd , i'll have to look into it _I thought .

I soon found out his name was Phil , Phil Gomez or something , he must of drunk himself to death , which as obvious from him holding the can , and yet he could have also killed himself with that weapon . I am not sure as to why he drunk himself to death .

I soon had him buried in his back yard and had the whole house cleaned up , but left the windows boarded which was for the best . But what really surpised me was he had a lot of unknown weapons , weapons which I may find useful for the changeling swarm sometime .

_However Metamorphosis , that wasn't the only thing that I discovered , I also discovered that he had a son , and a wife who both left him due to his problem , it was only fair that I bury him and clean the house up and use what money I could to pay off the month's and month's of rent that had piled up , so I went by the name of Phil Gomez and paid off the rent among other bills , one thing that humans didn't know was that I had took his form and lived my life , until I had to start amassing blueprints , weapons , and forcefields to give us changelings a chance _ .

**Flashback End Present time**

_**Location : Dodge Junction **_

"So you see King Metamorphosis , I helped you guys and now I have to get back to earth and live my life there and help Chrysalis find her someling of the human race to lead our navy" said Prince Obsidian . King Metamorphosis stood there , he couldn't believe what he had heard.

"Alright I believe you , and this time if this war is for our survival , then we are going to fight with everything that we have , and I'll check on our spies in Canterlot and inside the Castle" said Metamorphosis . "Good , get as much information as possible , and share it among your fellow rulers" said Obsidian .

With that said he opened the portal again , and was gone as was the portal to earth . "Alright , now it's my turn to get back to sleep I need it" said Metamorphosis . He closed his door and climbed back into his bed and was soon asleep .

**TBC in chapter 10 Chrysalis tells the truth , and finding a officer of the navy **


	9. Chapter 9

Chapter 9 Problems On Earth and the Second battle for Dodge Junction

**A/n: sorry about the problem with chapter 8 it's fixed now , and now enjoy chapter 9 :)**

_**Location : Earth , Washington **_

Chryssie had just gotten back from her deployment over seas , and was glad to be home and wouldn't be needed for awhile longer . However though , Brad kept coming by and would always spend time with Chryssie , when he tried to find out why they were really here .

She would simply spin a tale , simply making him believe whatever she said . Over the next few days , Brittany , Sarah , Paris and Renee did the samething spinning different tales , throwing any and everyone they met off them .

However though they were being monitored by the US government via , satellite , or so they thought . Meanwhile Brittany and Paris were working on a portal device to bring them back to Equestria in case they need something . Renee and Sarah were working on brand new weapons , mostly shotguns , assault rifles , pistols , grenades , body armor , and new ideas for fighter jets , some were scrapped others would be tucked away for there return trip home once they have what they need .

Meanwhile Chryssie was surfing the net for anything that she could get on US military ranks , some she found useful in the navy , army , air force along with marines , the coastguard she didn't need but would keep just in case they need to found it and have someling in charge to recruit other changelings or ponies just in case . Soon the portal was opened and that's when something came through , it was King Morphosis as a human .

"I saw the portal open where Queen Heart Song was what's going on?" asked King Morphosis . "Father the portal device worked ! , and I have some news we all have jobs and a means of transportation , but you may wanna change your look from what you are to a human , trust me the human race is curious about what they call extraterrestrial's or 'aliens' as was mentioned in there history of the 'Roswell Crash'" explained Chrysalis .

"I see then" said King Morphosis . He soon found an old picture of a black human male and copied him looking exactly like him . "now then we have a few things we would like to show you" said Sarracenia.

She lead him to the weapons room otherwise known the basement , the communications room , along with a new portion of the house that is being added onto known as the portal room , King Morphosis was impressed at what his daughter and her friends could create using human technology .

He then saw several new weapons and was impressed at what he saw , most had some modifications done to them others he never saw before ones like a 12 gauge pump action shotgun , M08A17 sniper rifle , and the Black Hornet Rocket Launcher . "I am impressed Chryssie , I'll be sure to have these weapons shipped back to Dodge Junction" said King Morphosis . "That would be great father , and how is King Metamorphosis holding ?" asked Chryssie . "He's doing fine , in fact he's recruiting ponies to join us as we speak" said King Morphosis with a smile.

Chrysalis raised an eyebrow at that wondering what in the buck he was thinking. "Trust me , if we can get the ponies on our side , then we can have them operate our ships alongside our changelings , and there won't be any kind of rift between our two species" . "Alright , but if something goes wrong I'm putting the blame on my own mate for such an idea" said Chrysalis . "Fair enough" said King Morphosis .

Several drones came through the portal and grabbed the weapons and were soon gone . King Morphosis said his goodbyes and was also gone back through the portal closing right in front of them . Brittany and the others were amazed that it worked , but came up with a few other ideas for new weapons to make , Chrysalis however knew what to do , keep spinning such a tall tale until the time is right to spill the beans .

On the inside she was panicking like no tomorrow but on the outside she was calm and collected and had a level headed mind as well , noling knew this but Chrysalis was doing this for the entire survival of the changeling swarm and much to her shock even the ponies that she had saved .

Renee and Paris were now working on a new weapon , a sword that can change shape an ability taken used by the changelings and will soon be used on there tanks , and weapons . Chrysalis walked off and headed to her room to check on the solar army , as she did so she saw that they didn't even move at all . This was puzzling to her but so many alarm bells rang off in her head . 

_Are they bringing reinforcements ? , why aren't they moving ?. _And yet , she zoomed in and much to her surprise it was Shinning Armor and Commander Silver Fire leading the army . _You never learn do you Shinning Armor , you didn't learn during the Royal Canterlot fiasco , and you just don't learn here _ thought Chrysalis shaking her head . But that was when something came up on her computer , puzzled she clicked the 'Ok' button and it showed her a map of Canterlot and all of it's defenses .

Smirking , she saved the said map and then moved onto other things , such as checking on the status of the new weapons whatever they maybe . However though , one thing kept nagging at her , who is this Prince Obsidian and how come it was so long ago that the name finally rings acouple of bells .

_Prince Obsidian ? The one who has been helping us this whole time ? The one who gathered our weapons , ships , and fighters ? _ Thought Chrysalis in confusion . The answer was right in front of her and she didn't notice it before .

Meanwhile , Brad was working on a new song with his band , an old one done by the legend Jimi Hendrix , Little wing a song that is very difficult to learn . Chryssie and the others were working on a few ideas of there own and that's when they spotted him Brad , the guitar player for his band .

To Chryssie she could sense suspicion just seeping from him and it was directed at her , _I know he's onto me but , can I really be sure and come clean with it ? , can I really tell him the reason why we are really here ? , and will the human race really help us in this war ? Will he believe me ? _ Chrysalis's mind was a buzz with so many questions , and yet she couldn't find the answers to them . However though , she did have one answer , come clean and what humans call 'face the music' or the alternative . _I'll tell him tomorrow , it's time for all of us to stop lying and just … come clean _ thought Chrysalis . Tomorrow she was going to tell him , everything .

_**That Afternoon **_

Brad came by to see how the girls were doing only to his surprise he saw Chrysalis there . "Hey Chryssie , what's up ? , why do you look sad?" asked Brad concerned . "I have something to tell you , promise me you won't freak out?" asked Chrysalis concerned . "Alright I promise" said Brad . With her hands igniting , she changed into her true form .

In Brad's shock and horror , what he saw before him was an alien from another world . "Is this who you really are?" asked Brad . "yes this is who I really am , you see myself and several of my friends , we are from another world called Equestria , and in that other world we are fighting a war , a war started by Celestia" said Chrysalis .

"Why would Celestia start a war?" asked Brad confused .

"well , from what princess Luna told me , is that 2,000 years ago she started what was called 'The First Lunar Rebellion' ,in the end the old Lunar Republic was crushed and Luna was brought back alive by one of the solar guards , a thousand years later , Nightmare Moon was sealed inside Luna by her adopted sister Celestia , it was then that she turned into nightmare moon corrupting her sister and the both of them got banished by Celestia using the elements of harmony . Fast forward a thousand years , and Luna begins the second Lunar Rebellion which is why we are here , we're here to find ourselves a human to lead our navy in this war" explained Chrysalis .

"Look thanks for the history lesson and all but why , why did you lie?" asked Brad . " I wasn't sure if you or any of the others would believe me or my fellow friends" said Chrysalis . "Alright , just tell them to come clean , and hopefully we can patch things up but until then I need time to think" said Brad .

He picked up his guitar and was out the door , Chrysalis looked from the window and saw tears streaming down his face as he walked home . Chrysalis soon bursted into tears as she ran up the stairs and locked her door .

On the inside she felt guilty for doing such a thing , to the very one that helped her and her friends / queens to blend in with the human race to get jobs , cars of there own , money from said job's , and along the way they made friends , and now this ? To Chrysalis the queen of her own hive the queen of the changelings , this was unforgivable ! .

_I have to find a way to make it up to him … and I think I can it's time we come clean and just spill the beans thought Chrysalis . _ A few hours later , the other women had sad expressions on there faces from what had happened .

They told there friends and co workers who were in shock , that they had lied to them . That's when Chryssie had finally realized that maybe lying wasn't such a good idea . "Girls , I think it's time that we as part a race just leave they know now" said Chrysalis .

"NO we can't , not until we find who we are looking for" protested Brittany . "Alright fine , we'll stay here for awhile longer" said Chrysalis . Meanwhile Brad , Thomas , Leo , and Bob were in shock at what Brad had told them . "Should we believe them or run them out?" asked Thomas confused .

"I say we just run them out , there freaks from what Brad has told us!" said Bob angrily . "I don't know , from what Chrysalis told me is that she is looking for someone to help lead the navy in this war that's happening" countered Brad . "Fine , but how ?" asked Thomas . "I still don't know but I'm sure with a bit of help from someone we might be able to find someone in the navy that can help" said Brad . "Alright but who?" asked Leo . "Hey what about , that former captain of the navy , he might know a few people" said Thomas. "Well do you even know his name ?" asked Brad .

"I think his name is Alex something I don't know his last name but he said he was a captain in the navy during the war overseas" said Leo . "Alright fair enough , lets track him down and hopefully he can help us help Chryssie" said Brad . Putting down there instruments , they decided to track down an ex captain Alex , only for his name to be Alex Hermes an ex captain of the navy back in 2009. Brad knocked on his door and waited .

A man stepped out in his 30's and looked down at Brad and his friends . "Yes can help you?" asked the man . "I believe so , you see our friend Chryssie needs someone to help her in a war that's going on , and we think that you might know some people at the rank of captain" said Brad .

Surprised he got the boys inside and locked the door , "Alright now you said something about another world and a war what is going on?" he asked . "Well , there is a war between Celestia and Luna along with Chrysalis and it's on a world called Equiss on the continent of Equestria" said Leo .

"I know such a place , but I didn't expect Celestia to turn into a tyrant , alright she wants captain to lead her navy , then she's got one" said Alex . He was wearing his old navy uniform decorated with various medals he won along with his G 17 pistol and his M4A1 assault rifle . He packed several things that he knew he would need , his laptop , his books , and finally his picture of his wife and kids and several magazines of ammo as well .

He zipped everything up in a duffel bag and was more than ready . "Alright , where do I meet this Chryssie?" asked Alex . Comon , we can show you" said Brad . Quickly they left and a few streets later they found an abandoned house .

Upon knocking Chryssie opened the door allowing them inside . "So I heard you were looking for someone to lead your navy in this war ? , then I'm your man" said Alex . "That's great , well we should be going I'll inform my friends to get the portal online" said Chryssie .

She told Brittany , Paris , Renee , and Sarah to fire up the portal and take whatever it is that they brought with them and of course Sarah made sure to lock all the doors and cover everything . Alex , Brad , Leo, Thomas , and Bob all helped move anything that couldn't be moved such as the two swords that were crafted the desk , the asus laptop among everything else .

Eventually only Chryssie , Brittany , Sarah , Renee , Paris and Alex went through the portal only leaving Brad , Bob , Thomas and Leo still inside the house . Brad told the others to keep an eye on the house , should anything happen and just pretend like they werent even here on earth.

_**Location : Equiss , Equestria **_

_**Dodge Junction **_

Queen Heart Song's horn lit up , opening the portal once again and out came Chrysalis ,Penumbra , Sarracenia , Vespa , Venacai , and Ambrosia along with one human Alex Hermes . King Morphosis hugged his daughter as King Metamorphosis hugged Chyrsalis as well . "I'm glad your okay , and who's this ?" asked King Morphosis curious . "I am Alex Hermes , and yes I am a human from earth here to help out in this war" said Alex .

"Ah , well I have some news for you ,Alex your going to be leading our navy in fact one of our dropships is coming to pick you up and take you to what is going to be your flagship' said King Morphosis . "That's great , I'm more than happy to help you all out" said Alex .

Quite surprisingly and alarmingly , Chyrysalis sensed something a presence she knew all too well. _Celestia , I knew it ! , I knew that something was off before we got here_ thought Chrysalis . Quickly she rallied the troops and had them positioned on each section of the wall . "Yes I am aware of it as well , in fact I already have the force fields up and ready , along with all tanks and fighter jets on hot stand by" said King Morphosis .

"Yes the army is more than ready , to defend Dodge Junction even if we have to fight to the last changeling" said Prince Chetyre . A few more changelings soon emerged from there homes , ones like Dark Song , Magentis , Night Wing , Narciso , Nova , Princess Larva , Prince Ivory Storm , Princess Cocoon , Princess Aurelia , Queen Dark Red , Flare , Carapace , Lazuli , even Red Tribe .

"You really thought that we would let Celestia take this city from these ponies and have them suffer some more ? I think not !" said Red Tribe . As Chrysalis looked on she saw that rest of the changeling royal family also rose up and started to take command of the changeling drones ready to defend Dodge Junction . Chyrsalis passed out swords to the entire royal family who took them and strapped htem to there sides along with there holsters .

"**NOW MY FELLOW BROTHERS AND SISTERS AND FAMILY MEMBERS , LETS SHOW THEM WHAT WE CAN DO ! , LETS SHOW THEM THAT WE WILL NOT TAKE THIS WAR LYING DOWN LIKE DOGS LETS SHOW THAT TYRANT CELESTIA THAT SHE HAD PICKED THE WRONG CIVILIZATION TO MESS WITH ! , FOR THE CHANGELING SWARM !**" shouted Chrysalis .

Everling drew there swords and rose them in the air , thunderous applause came from every single changeling and they all knew that this war can be won . "She's right , listen to her we have the military might and a lot of it ! , so whatever that Celestia can throw at us we can dish it right back at her and a bit extra to what humans call 'to boot'" said King Metamorphosis . And this time ! , the ponies of Dodge Junction would and will not fall prey to the tyranny of Celestia and her solar empire ! .

_**Location : Griffonia **_

King Beck Slasher was having his construction griffins work on weapons , armor , grenades , ships , fighter jets , space fighters , space ships , and even transports . "Alright get as much done as possible , I want our military organized before Princess Luna gets here" said King Beck Slasher . With that said the scientists , and construction griffins doubled the time that they worked which pleased the king .

_Once our military is ready , that's when we enter the war and along with the changelings from what I hear , wipe out Celestia and her Solar Empire ! _ Thought the Griffin King . One thing was for certain , he wasn't going to allow her to rule this planet in fear and public executions . _Ah yes I was aware of that happening , it was just after Luna's second rebellion _

_**Flashback (Refer to chapter 2 of the main story) **_

_I remember such a time , I too was aware of Luna's Second rebellion , and the betrayal of the Elements of Harmony , but what surprised me the most was when I saw not only Luna but , her sister Starchaser there as well . , I know for a fact that they were gone in a flash of blue and white light . Celestia ordered the entire guard to kill anyone that had any ties to the New Lunar Republic , or even ties to Princess Luna , cause what I heard shocked me._

"As of right now , Luna's title as Princess is here by upon my decree , revoked she is now a traitor of Equestria and a traitor to the crown of the royal family , if you find her she is to be killed on sight" said Celestia . She then headed back inside the castle and of course with Twilight not to far behind , it was hours later that she had formed what is now 'The Solar Empire' , several ponies were secelected for several branches , the army , the marines , the navy and the air force .

_Other than that , Celestia had complete control over Equestria , or so her subjects had thought , I was headed back towards Griffonia when I saw several huge ships desecend from the skies , along with several transports . This threw me for a loop , however though what I also saw was this , ponies wearing unknown armor and carrying with them unknown weapons and using unknown artillery . But what really surprised me was that they were winning easily . _"Holy griffin feathers ! , Luna's forces are winning ! , I just do not believe it" said King Beckslasher shocked .

He could see the carnage even while he couldn't believe his eyes , Celestia's forces were pulling back taking heavy losses , bodies laid mangled , maimed , or just blown to pieces , guts and blood all over the battlefield . _I knew that then and there I had to start building my own forces , and have my scientists research what they could to get everything going . And hopefully make sure that Celestia doesn't ever see the light of day , of that I was going to make sure_.

_**Flashback End **_

_**Present Time **_

King Beckslasher was looking through a window when he saw his daughter Gilda enter . "My king , several factories are built and are now working on the fighter jets and tanks" reported Gilda . "Most excellent , and how goes the mass production on the weapons?" asked the griffin king .

"Good , already P 90's are being made quickly and being shipped through out the entire army" added Gilda . "Most excellent , how soon can we have the staff energy weapon along with the zat gun ready?" . "Soon my king , though it may take awhile for them to be ready" said Gilda a bit uncertain .

"I see then , well keep an eye on that also we might have to secure a planet just in case something horrible happens and we loose Griffonia" said King Beck Slasher . "I'll inform our agronomists to start looking for a new planet" said Gilda . With that said she walked off , while another griffin headed right after Gilda had left .

His name is Glider , Glider was a rogue griffin who had traveled all around the world picking up combat skills , learning all that he could however , one thing was for certain that he didn't even know his own family , so on his way back to his homeland Griffonia , it was there that the current Griffin King , Beck Slasher adopted him , and introduced him to Cold moon , Prince Avion , Wonderfalke , Scissor Salad , Gilda , Claw Slasher , Vesperion , and Cedric . From that day , Beck Slasher helped train Glider into a formidibable Griffin as no one in the Griffin Empire . Meanwhile Coldmoon had entered with a report from the research and development .

"My King , you should have a look at this" said Cold Moon . "Oh ?" said King Beck Slasher . He took the report with one claw and looked through it , until something caught his eye . "And what prey tell is this ?" asked King Beck Slasher .

"This is the report on the research of the staff energy weapon that is currently going on" said Cold Moon . "I see , keep me updated on it and anything that is going on" said Beck Slasher . _It seems that this day is going to drag on _ thought the griffin king . At that point Cold moon saluted and headed out of the throne room .

_**Back in Equestria , Dodge Junction **_

Queen Chrysalis , and all of the changelings now ranging into the trillions were standing ready to defend Dodge Junction . Alex Hermes soon arrived on his ship which looked like something out of the TV show Battlestar Galactica .

_Huh ? Am I seeing what I think I'm seeing , they actually built those ships and fighters ? Well I am in shock _ thought Alex . He soon got on board his ship named _**The Queens Hearld **_that's where he met his first officer . A female changeling who was sure glad to meet someone not of this world . "I take it your the one leading us ?" she asked . "I am , and who might you be?" asked Alex with a raise eyebrow .

"My name is Shadow Spear , and I'm going to be your first officer on board this vessel"said Shadow Spear . She like any other changeling looked different she had different colored eyes and was often picked on by other changelings her left eye was blue while her right eye was red . But when she attained the rank of Commander everyling respected her and those who didn't address her would feel her wrath .

"Alright lets get to the bridge" said Alex . Both he and his first officer proceeded to a elevator which took them several straight to the bridge . And it looked the same as it did in the show Battlestar Galactica . "Give me a fleetwide check" ordered Alex . "Yes sir" said another changeling drone . Quickly the other ships reported in as fully operational and ready for combat . "Helm take us out" ordered Shadow Spear loudly . Soon the changeling fleet disembarked from there dry docks and were now free to maneuver. They soon set course for the planet of Uranus and were gone in a flash of light .

"Alright have all pilots on hot standby we are going to be engaging the enemy and it's time we show this solar empire that we are not to be trifled with ! , they think that tyranny and fear will work on this planet ? They couldn't be more wrong ! , and it's time that we crush them like the dogs they are!" said Alex . All the changelings applauded him , however though when they came out of jump space they saw a solar fleet just waiting for them but were unaware to there presence .

_They must be complete morons ! , we could engage them but not before the queen gives the order _ thought Alex . He ordered the fleet to hide behind that moon and NOT move until the order from Queen Chrysalis is given .

_**Dodge Junction **_

Empress Celestia decided enough was enough and ordered the charge , the troops gathered there weapons and charged in there artillery opened fire on thee forcefields . King Morphosis had his troops ready , as a second means of defense .

"Alright , King Deception your gong to be in charge of the army , King Gerim your in charge of the air force , Queen Isi your in charge of the Marines , while Queen Magnolia is in charge of the Navy , are there any question?" asked King Morphosis .

No one spoke up as they knew there roles in the changeling swarm . "Good , now we are going to face down the solar empire to defend Dodge Junction Empress Celestia thinks that she can take us on ? , she's wrong ! , we have beaten them before in Ponyville we slaughtered there troops easily , In the Badlands they had us on the ropes but we held them off , in the battle for Fillydelphia we pushed them back and right out of the city sending them packing, the same thing once again in all three cities and this time we are going to crush them by any means necessary ! , we know how they think and can stay several steps ahead of them ! If we let them get the upper hoof , then we are screwed and they will have already turned this war in there favor ! And we can't let that happen" said King Morphosis loudly and sternly .

Every single changeling looked at him knowing that this war can be won by numbers and tactical thinking . Queen Chrysalis later joined her father along with King Metamorphosis as well . "My father speaks the truth , kill any and ALL solar troops we know that they are hammering on the forcefields ! , but keep in mind we can hold our own as well , we are better trained and able to hold them off just like we did before we can do it again now that we are altogether in this war !" said Chrysalis .

"Listen to truth my fellow changelings , you all know that we speak the truth and no matte what we as changelings ourselves can fight along side you, cause we refuse to just sit on the sidelines !" said King Metamorphosis . Each changeling ruler looked around as communications tents were being set up to coordinate with each branch except the marines .

_This is it ! , lets show them what we can do even if we are what Celestia considers us 'bugs' well these bugs aren't so helpless as she may think!_ Thought Chrysalis . She grabbed her sword as did Metamorphosis and Morphosis and only nodded .

Eventually the forcefield collapsed and the solar army charged . The changelings were more than ready for them , Celestia , Aurora Dawn ,and Odin all lead the army . While Chrysalis and the entire changeling swarm , stood defiantly protecting the ponies of Dodge Junction and this time ! , if there to o go down then the changelings are going to take as many with them ! .

Celestia was surprised to see the changeling leaders weilding swords and … Armor ? , shaking her head they still charged . Bullets were being fired out of the changeling drones aks 74-U taking down as many of those solar soldiers who wore gold armor . The bullets ripped right through there armor killing them once the bullets made contact with there flesh .

Though Celestia wasn't phased by such a thing her guards were dropping like fly's just like when Luna attacked for the first time . _I may have lost my sister and I won't loose her again ! , not this time . _ Thought Celestia . She ordered her troops to use the ladders . Several more guards fell , Celestia looked back at the drones firing , and got an idea . Quickly she she had Aurora Dawn and Odin try and out flank them . Find a weak spot in there wall and blow it to ribbins .

Nodding the both of them took as many troops as they could and found a weak spot , it was at the train station they set some explosives and waited till there was a loud boom . But the changelings were already on top of it .

Celestia was dumbfounded at what the changelings were doing she was shocked seeing almost 8 nearly 9 million changelings . Captain Shinning Armor was heavily wounded as he was littered with bullet holes . Quickly several guards dragged the wounded captain away from the battle so the medical ponies could tend to his wounds .

Enough was enough , she drew her sword and with a flap of her wings she charged at nearest changeling she saw . She swung her sword easily and the blade made contact taking off the head of said drone . Chrysalis charged Celestia swords clashing , "I see you have gotten better you bug queen!" spat Celestia angrily . "Well this bug queen is gonna kick your royal flank all the way back to Canterlot and send you home crying to mommy and daddy!" shot back Chrysalis .

Red tribe was taking down as many of the solar guards as he could with his M4A1 assault rifle , and his backup weapon had to be a colt python revolver . One thing was for certain that he was trained in fact nearly the entire family of the changeling swarm was trained to use fire arms , hoof to hoof and even use the environment to there advantage . Quickly thinking up of an idea , Red Tribe ordered his troops to take cover behind and inside buildings .

And that's exactly what they did , while Red Tribe himself , put down his assault rifle and got out his revolver , he checked his ammo count and it seemed to be enough to hold him over for a while . _This should tie me over until I can at least find some kind of way to restock _ thought Red Tribe . He ordered his troops to open fire on the solar guards in shock and surprise the solar guards took cover where ever they could find it .

Some got shot full of holes , others dove for the ground while the rest before there very eyes were slaughtered . Meanwhile King Gerim was killing solar guards left and right with every single slash of his sword , he knew he could easily find more competition elsewhere in this battle , however that's when he spotted Aurora Dawn and Odin .

Smirking he was able to get another queen , Queen Grailin she grabbed about 2 million troops and charged the solar princess and Prince . "Prince Odin , watch out !" warned Aurora Dawn . "I see them , get ready" said Odin . Both of them grabbed there blasters and began to open fire . Big mistake ! , Two million changeling drones lead by King Gerim and Queen Grailin charged right at them . "Slaughter them ! , take nopony alive! Shouted Odin . "Wipe them out ! , all of them!" added Aurora Dawn .

The changeling drones laid down suppressing fire while King Gerim and Queen Grailin took on two of the solar royal family . "Hey who do you think is going to win this?" asked one drone while firing . "I really don't know just look at them , there really going at it" said another . "Yea no kidding , i'd say that King Gerim and Queen Grailin are ones you do not wanna cross especially in something like this" said a third .

"Well one things for certain ! , our kings and queens are far more skilled in combat than we are" said a fourth . The others nodding and continued there slaughtering of the solar guards who kept firing trying to take them out but to no luck as they had already dug themselves in earlier . More and more solar bodies kept piling up . However Princess Aurora Dawn and Prince Odin had there backs to the wall , and were running out of options .

"Aurora , got any other ideas , cause I think we are about out of options" said Odin while blocking Queen Gralin's attack with his rifle . "I think I may have one other idea , we need to call in our artillery , it's the only way we can drive them out" said Auora . "Fine with me , I'll call it in" said Odin .

"**This is Prince Odin I'm calling in a artillery strike , wipe out any changelings that you see , drive them out of Dodge Junction ! I repeat this is Prince Odin , Artillery strike is a go!" **_**"Copy that Prince Odin , we are on our way Walker 1 out" **_ . "It's over for you and your pathetic species!" gloated Prince Odin . "That's right in but a few minutes our walkers will be here to wipe you and your army out" added Aurora Dawn proudly . "Gerim inform Queen Chrysalis that we have a HUGE problem headed this way" said Grailin . "Not a problem" said Gerim . _"Chrysalis , we have a problem , we have walkers headed this way , we need air support and quick" said Gerim . _

"_I'm on it" said Chrysalis . _Chrysalis tossed the radio to her mate King Metamorphosis who was tasked with calling in the air force . _**"This is King Metamorphosis , we need air support and quick , we have solar walkers headed this way" **_**"Copy that my king , fighters and bombers are being dispatched"**. With that said the fighters and bombers took off from the badlands and quickly made it to Dodge Junction .

That's when the commanders saw the fighter jets and also called in air support thinking that they would hold off the fighters but they didn't count for the bombers . Quickly BII spirits dropped several payloads of bombs onto the AT-AT's destroying them easily . _AT least it beats using a tow cable _ thought one pilot .

_**In space **_

_**The Queens Herald **_

Alex Hermes had received the order to attack via radio . " Fleet wide battle stations ! , lets show them who there dealing with" said Alex . The very first changeling fleet had engaged the solar empire navy lead by Admiral Twilight Sparkle , her second in command was commander Sparks , while she had a weapons officer lieutenant commander Solar Fire , and a navigation officer Blaze . "Alright apparently the changelings do have there own navy ! , I say we wipe them out and show them the error of there ways" said Alex . "Alright launch vipers" said Shadow Spear .

Nodding the communications officer sent out the message through out the entire ship . **"Attention all hands , this is not a drill report to the hanger bay at once , Repeat this is not a drill report to the hanger bay at once" **with the message out , pilots scrambled towards the hanger bay but only stopping to grab there gear .

Eventually they got to there Viper MK I's and II's even III's and were launched from all ships in the first changeling fleet . Alex Hermes and the other officers on board saw this and went right to work in assisting in taking down this solar fleet of stardestroyers .

"target there shield generators on board" ordered Alex . Nodding the weapons drone did just that , the weapons on the queens herald swiveled and opened fire with there machine guns and missiles . The lead stardestroyer was struck several times .

_**Solar Rage **_

Twilight felt the blows coming from the lead ship , she was thrown out of her chair and her body made contact with the metallic floor . "WHAT IN THE WORLD ?! , WHAT STRUCK US?!"shouted Twilight getting to her hooves . "It was the lead changeling vessel admiral , seems they were planning this for sometime now" said her science officer by the name of Max Mustang .

"target there weapons and return fire" ordered Twilight . "Our shields our gone and we are vulnerable" said her weapons officer Solar Eclipse . "Very well , find several ships to lay down covering fire while we hit them where it hurts" said Twilight sternly .

"at once admrial" said Sparks . With that he was able to call on several mark II stardestroyers to lay down covering fire while they hit the lead changeling ship . _Think you can outsmart me ? , you would be wrong that's check and mate_ thought Twilight smugly . But oh how wrong she really is , as Alex has something up his sleeve .

_**Back on the Queens Herald **_

Alex saw what the lead ship was doing . "Helm , order our fighters to disable there engines , and then there weapons" ordered Alex . _That's check and mate for you sucker_ thought Alex . What he didn't see coming was that she had already ordered her TIE advanced starfighters to take on there vipers head on . _I think I see what your doing using your fighters to take mine in a headlong fight? Wrong once again I have you now_ thought Alex .

He ordered that the XF 83's be launched as backup . And just like that the elite fighters were gone out of the hanger bay and were headed alongside the changeling viper I's II's and III's . _Like I said , I have you trapped like an animal. _Smirking he had ordered his fleet to take up flanking positions and hit them from behind , from the left and the right and even straight in front , in laymen's terms box the solar fleet in .

**Solar Rage **

Twilight just couldn't believe it ! , she was once again being outsmarted by a mere human , a hairless ape ! , grinning like a cheshire cat she called in the big guns . "Hail the super stardestroyer!" said Twilight . "Very well , your on admiral" said Solar Swirl . An image of another pony popped up on the main view screen . "Admrial how can I help you?"' asked Captain Caramel Swirl.

"I need you to swat a certain bug fleet that is currently crushing me from all sides myself and the solar fleet may not last much longer" said Twilight . "No problem , in fact I'm on my way now , Captain swirl out" . With that her image faded from view as they did what they could to try and make there own opening but it was no luck . "Admiral , reinforcements arrived" said Burnin Sun . "Alright not a moment too soon , hopefully they can get us out of here and soon" said Twilight worriedly .

_**Solar Star**_

Captain Caramel Swirl had ordered all fighters be launched on the double . _So the changelings have some bite in space ? We'll see about that ! , time to wipe them out! _Thought Caramel Swirl . All her stardestroyers focused there attacks on the changeling fleet crippling it ! .

**Queen's Herald **

"Captain , we have hull breaches on several decks!" said one drone . "our fleet! , we can't hold this box formation any longer , if we loose one more ship then we must retreat" said another drone . Alex weighed his options but it wasn't until an idea came to him . "Alright , lets call up our allies the New Lunar Republic , seems like this battlefield is a bit uneven" said Alex .

"I couldn't agree more" said Shadow spear in agreement . Fighters were being picked off , and ships were being hit from all sides until it exploded in a fireball of shrapnel . Eventually ,the Lunar Navy showed up with there lunar fleet of 20,000 ships and fighters to boot .

"Captain incoming transmission from the lead lunar ship" said a third drone . "On screen" barked Alex . **"This is Captain Adam Seville of the NLR vessel Once More Unto the Breach , seems you need some help" said Adam . **"Yea , our fleet is getting slaughtered ! , and someone is outsmarting me" said Alex with a sigh . **"sounds like you ran into Twilight Sparkle , Admiral of the Solar Navy" said Adam in his Lunar uniform . **

"Alright , lets work together and take her down" said Alex . **"couldn't agree more" Said Adam . **With that said the image of the lunar captain faded , and so Alex got right to work . "Repair those hull breaches , bring all weapons to bear right on the superstardestroyer" said Alex . "Yes sir" said the weapons drone .

"Target locked on" . "Well by all means , open fire" said Alex with a grin . The galactica class vessel , manouvered like no other ship in it's class , what Caramel swirl didn't see coming was what would shock her .

**Solar Star **

Several violent strikes , threw Caramel swirl off her chair and sent her crashing to the metalic floor . "What happened?" asked Caramel getting up . "We were struck from undearneath , it's the flagship of the changeling fleet , they've hit our hangerbay multiple fires are erupting" reported one of the solar officers . "Send fire crews to contain them" ordered Caramel .

_**Queen's Herald **_

The flagship of the changeling fleet had maneuvered right behind the lumbering ship . And quickly fired it's missiles straight at it . A huge explosion erupted from behind practically disabling the huge ship . , but it didn't stop so the Queens Herald fired again taking several more engines and finally the huge ship stopped and was going nowhere but it still had it's shields and weapons . Smirking widely , Alex ordered his ship to fly straight at it , firing everything it's got just pounding it to death .

**Solar Star **

Caramel Swirl , had just gotten multiple reports that the engines are destroyed and now they are a sitting duck . "Blast it !" cursed Caramel . She didn't count for something like that , but she still had her weapons and shields .

She could feel the ship getting pounded from behind , in fact sensors confirmed it . "Captain , with our engines gone we can't maneuver let alone move at all!" said one officer . "We still have our weapons and shields do we not?" asked Caramel . "We do , that much I'm willing to admit but , this battle is NOT going in our favor as Celestia had planned" said another .

"Very well , I'm sure we can do something and hopefully have admiral Twilight get us out of this mess and soon!" muttered Caramel. That's when she saw the rear end of the Queen's herald but in the end she couldn't do a thing until a repair ship or ships was out to repair her engines .

All she could do was sit there and monitor the rest of the battle . _I can't do a thing and my ships engine's blown right out of the water ! , however I still have my shields and weapons that a good thing but how would we fair up against a fleet of that size ? , oh wait we can and obliterate them at that ! Oh , Caramel Swirl you are one hay of a genius _ thought Caramel . That's when she saw Twilight's fleet regroup with her's to make one final stand ! . _this is unexpected _ thought Caramel confused . "Is Communications still operational?" asked Caramel .

"I think so" said the communications officer . "Alright , hopefully we can hold our own in this fight , recall all fighters to our position , if we are going to make one final stand then lets hope we can buy the army down on the surface enough time" said Caramel . Both the lunar and changeling fleets had also regrouped but that's when there hyperdrive was online as was main power . "I thought that the engines were destroyed?" asked Caramel confused .

"That's what we thought to , but we still have a bit of engine power in fact we may as well jump to hyperspace" said the engineer . "Alright fine recall ALL fighters to the hanger bay we are getting out of here , and inform admiral sparkle that this battle was a no go" said Caramel . Eventually the battered and beaten solar fleet had jumped to hyperspace as victory was given to the changeling swarm , with the help of The New Lunar Republic .

**Queen's Herald **

**Alex's POV**

I was shocked , shocked that I actually won a space battle for a race that I hardly knew and yet my own training came in handy , hopefully I can improve my training and go from there . In fact with the help of that Adam guy , we won this battle well better see who's winning down on the surface . "Helm lay in a course for Equiss" I said . "yes sir" said the navigation drone . And so our fleet was gone in a flash and headed for Equiss , we were in need of repairs well after we recalled all of our viper mark I , II's and III's we were gone .

_**Equiss **_

**Alex's POV **

We soon arrived at Equiss and from what I could tell the army was certianly wining , using what they had from every single branch . And was more than impressed with it all . "Alright round up some troops and head down towards the surface , lets survey the damage" I said . Nodding myself , Shadow Spear and a couple of drones headed for the hanger .

Once we were buckled in and the door closed and pressurized we took off and headed straight for the planet . _It doesn't take much a genius for a guy like me to pull something like that off _I thought proudly . Of course I had my M4A1 assault rifle just in case something goes wrong .

**Dodge Junction **

Once our transport landed , I was in shock we sent those solars heading for the hills , the causalities were in the hundreds of thousands ,and there?'s well there's were in the million's but they are being tended to . Chrysalis and the other rulers however are being looked over , and me ? I'm fine along with any and all changelings that . I decided to see what was up , and what I saw horrified me . On the ground laid a dead changeling king .

King Deception , he was practically shot full of holes and from what I could tell they were blaster holes . _He must have done his best defending Dodge Junction ! , I say it's time we really getting the rest of those cities ! , in the name of Queen Chrysalis of the Changeling Swarm ! , you King Deception will be avenged _ I thought Angrily .

The drones of his hive took the now dead corpse of there king and held a funeral for him. I shook my head , wondering how in the world , why Celestia would do ALL of this , declare herself Empress , and rule Equestria with an Iron hoof . While it did baffle me , I still have a job to do .

Hours later I saw the ponies come out of there shelters and were shocked but were able to come together and rebuild Dodge Junction , better than ever . And even thank the changelings including Queen Chrysalis and the other rulers .

Myself however , I didn't mind the 'thank you's' coming from the ponies here . But I did remind me of my service back on earth . Once I saw the sun go down I was able to find an abandoned house and put my feet up and relax for a bit . Thankfully , the mayor here didn't even notice me or did he ? Sometimes I wonder about how these ponies think .

A few hours later I heard knocks at the door , I opened it and saw that Queen Chrysalis , Princess Luna and Princess Starchaser . I let them in like any gentleman would . "My Queen what's going on?" I asked . "Alex , I think it's time I tell you a few things about why your here in Equestria and helping us" said Chrsyalis . Luna and Starchaser decided to sit in as well .

"you see , I brought you here for one purpose , to lead our navy and help us in this fight . We are locked in a war against Celestia and her tyrannical solar Empire , a few days or so Luna rebelled against Celstia for passing tax laws against the farmers , having the sun up longer than it should be , guards patrolling during the day as well , and finally bringing harm to her own subjects , there's more you see we are changelings , that is why you see holes in our legs , but anyway moving on once Luna rebelled against Celestia so did the five of the elements of harmony all except the sixth one Twilight Sparkle , from what I had found out from King Metamorphosis , he had heard that from Prince Obsidian and he found out that Twilight was being mind controlled causing her to end everything with her five friends" explained Chrysalis .

I was in total shock , at first I didn't know what to believe , but when I looked at the other two , they nodded there heads but then I knew that she wasn't lying at all , everything she said was the truth , I had no reason to doubt that she was lying at all . "Alright , so you needed me to lead your navy , I can understand that , but if this is to work , we need to trust each other at ALL times , no secrets , no NOTHING" I said firmly .

The changeling queen nodded and now we had to plan our next attack ! , and our next target is going to be none other than Vanhoover . From what Chrysalis had told over this meeting , they have plans for several prototype weapons like thermal detonators among other things . However I think they maybe creating other weapons , and we can't take much of a risk by waiting around . "My Queen , when do we attack?" I asked .

"In a few days , we need to gather our forces and restrengthen our army and then make our move ! , Celestia thought she could take back Dodge Junction with an easy fight ? , she was wrong , while we lost one of our own rulers , that doesn't mean we are going to give up just like that ! , far from it , his death will be avenged ! And Celestia will know the meaning of pain unbearable pain and death!" said Chrysalis with a low growl . I couldn't agree more , but that's when Luna and Starchaser stepped in to add there own tactical impute .

"While that is going on , we are going to be training our troops for our next engagement !, Cloudsdale , hopefully that this works , so we might not be able to help but we can send supplies as a means of keeping the war machine going" said Luna . "I agree with my sister , our navy is also being worked on , currently we have our second fleet in the works to defend the moon" added Starchaser .

"That's good , we are also drawing up plans for new fighters , and a new fleet as well as , transport ships , and even our own vehicles" said Chrysalis . And so with our sights set on Vanhoover , our next target is going to be LasPegasus , followed by TallTale .


End file.
